The Supreme Court heard oral argument in Emulex Corp. v. Varjabedian, No. 18-459, on Monday, April 15, 2019, to decide whether Section 14(e) of the Securities Exchange Act of 1934 (Exchange Act) establishes a private right of action based on a negligent misstatement or omission made in connection with a tender offer. Currently, the Second, Third, Fifth, Sixth, and Eleventh Circuits require plaintiffs to plead scienter, knowing or willful conduct, to bring a claim under Section 14(e). The Ninth Circuit recently departed from this prevailing rule, finding that only an allegation of negligence is required. The resolution of this circuit split could have broad implications for private securities plaintiffs, either easing or increasing the pleading standard for merger-related private litigation under Section 14(e).