Plaintiffs failed to allege any actionable misrepresentation or omission and so their 10b-5 suit was properly dismissed. After a major ethics scandal, HP’s president touted the company’s corporate code of ethics. He didn’t mention that he himself violated it in various ways that ultimately were revealed forcing his resignation and causing a steep drop in HP’s stock price. There was no actionable affirmative misrepresentation. HP did have the touted ethics code. Disclosure of the president’s misdeeds was not necessary to make that affirmative disclosure not misleading since ethics codes are inherently aspirational, not an actual depiction of corporate practice.