The unanimous opinion requires shareholder plaintiffs to plead and prove that they purchased shares traceable to an allegedly false or misleading registration statement.
On June 1, 2023, the US Supreme Court issued its...more
6/7/2023
/ Class Action ,
Direct Listing ,
Initial Public Offering (IPO) ,
Judicial Interpretation ,
Misleading Statements ,
Registration Statement ,
SCOTUS ,
Section 11 ,
Securities Act of 1933 ,
Shareholder Litigation ,
Slack Technologies Inc v Pirani ,
Split of Authority
The decision appears to create a new rule for determining standing to bring Securities Act claims in the context of direct listings.
The Slack Direct Listing Decision -
On September 20, 2021, the US Court of Appeals...more
9/23/2021
/ Appeals ,
Class Action ,
Direct Listing ,
Initial Public Offering (IPO) ,
Interlocutory Appeals ,
NYSE ,
Prospectus ,
Registration Statement ,
Securities Act of 1933 ,
Securities Litigation ,
Slack ,
Standing ,
Unregistered Securities
A Supreme Court decision could resolve significant inconsistency among trial courts as to the applicability of the PSLRA discovery stay.
Key Points:
..While federal district courts have consistently applied the...more
The legislation - passed via the first congressional override of the Trump presidency - extends the SEC’s ability to obtain disgorgement for violations of federal securities laws.
Key Points:
..As amended, the...more
1/4/2021
/ Congressional Override ,
Disgorgement ,
Enforcement Actions ,
Equitable Relief ,
Kokesh v SEC ,
Liu v Securities and Exchange Commission ,
Look-Back Measurement Period ,
NDAA ,
Presidential Veto ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Statute of Limitations
Questions about the scope of the SEC’s disgorgement authority remain open, including in administrative proceedings.
Key Points:
..Since the April 2017 decision in Kokesh v. SEC, the statutory authority of the Securities...more
6/24/2020
/ 15 U.S.C. § 78u(d)(5) ,
Administrative Authority ,
Business Expenses ,
Calculation of Damages ,
Corporate Misconduct ,
Disgorgement ,
Enforcement Actions ,
Equitable Relief ,
Kokesh v SEC ,
Lack of Authority ,
Liu v Securities and Exchange Commission ,
Net Profits ,
Remedies ,
SCOTUS ,
Securities and Exchange Commission (SEC)
The decision is a positive development for Delaware corporations seeking to reduce duplicative state court litigation arising from public securities offerings.
On March 18, 2020, the Delaware Supreme Court issued its...more