What Is a Direct Listing?
In a meeting last year of the SEC’s Investor Advisory Committee, the Committee heard from a panel regarding the continued viability—or rather, lack thereof—of §11 liability following SCOTUS’s decision in Slack Technologies...more
On June 1, 2023, the United States Supreme Court issued a unanimous opinion that makes it more difficult for shareholders to bring Section 11 claims against companies that go public via direct listings. The case involved a...more
On June 1, 2023, the US Supreme Court held in a unanimous decision in Slack Technologies LLC v. Pirani that Section 11 of the Securities Act of 1933 (Securities Act) “requires a plaintiff to plead and prove that he purchased...more
A unanimous Supreme Court has confirmed that a claim brought under section 11 of the Securities Act of 1933 ("1933 Act") requires that a plaintiff plead and prove that the shares purchased were issued pursuant to an allegedly...more
In a unanimous decision, the U.S. Supreme Court held in Slack Technologies v. Pirani, No. 22-200, 2023 WL 3742580, 598 U.S. __ ( June 1, 2023) that a claim under Section 11 of the Securities Act of 1933 is not viable unless a...more
On June 1, 2023, the U.S. Supreme Court (the Supreme Court) issued a much-anticipated decision in the case captioned Slack Technologies, LLC, fka Slack Technologies, Inc. (Slack), et al. v. Pirani (the Slack Decision), which...more
On June 1, 2023, the United States Supreme Court unanimously held that a stockholder bringing claims under Section 11 of the Securities Act of 1933 must plead and prove that they purchased shares traceable to the allegedly...more
On June 1, 2023, the United States Supreme Court held in a unanimous decision that, under Section 11 of the Securities Act of 1933 (the “Securities Act”), plaintiffs must plead and prove that they purchased securities that...more
In Slack Technologies, LLC v. Pirani,1 the Supreme Court on June 1, 2023, unanimously held that even in a case involving direct listing of both registered and unregistered securities, to state a claim under Section 11(a) of...more
A unanimous Supreme Court today made it more difficult for shareholders to file suits under Section 11 of the Securities Act of 1933 (the Securities Act or the Act). The Court held in Slack Technologies, LLC v. Fiyyaz Pirani...more
On June 1, 2023, the U.S. Supreme Court issued its decision in Slack Technologies, LLC v. Pirani vacating a Ninth Circuit decision2 that had extended the scope of Section 11 of the Securities Act of 1933, which provides a...more
On Thursday, SCOTUS decided Slack Technologies v. Pirani in a unanimous opinion by Justice Gorsuch holding that, even in a registration by direct listing, §11(a) liability extends only to shares that are traceable to an...more
The U.S. Supreme Court held that purchasers of shares sold to the public through a direct listing cannot sue under Section 11 of the Securities Act of 1933 unless they can trace their shares to an allegedly defective...more
The D&O liability landscape is poised to change—or not—depending on how the US Supreme Court rules in the long-running Section 11 case against Slack. The Supreme Court heard oral arguments in this case on April 17, 2023, and...more
Non-US companies are attracted to going public on a US exchange for a variety of reasons, such as access to capital, increased liquidity, and in some cases, more flexible rules and regulations compared to other markets....more
When the SEC was considering the NYSE’s proposal to permit direct listings of primary offerings, one of the frequently raised difficulties related to the potential “vulnerability” of “shareholder legal rights under Section 11...more
On December 13, 2022, the United States Supreme Court granted a petition for certiorari to review a split decision by the Ninth Circuit holding that plaintiff-investors had standing under the Securities Act of 1933 (the...more
On December 15, 2022, the Securities and Exchange Commission (SEC) relaxed price range limitations when it approved a proposed rule change set forth by the New York Stock Exchange (NYSE) for companies listing in connection...more
On December 15, 2022, the New York Stock Exchange (“NYSE”) received approval from the Securities and Exchange Commission (“SEC”) to modify certain pricing limitations for companies undertaking a direct listing involving sales...more
The US Supreme Court recently agreed to hear an important appeal of a US Court of Appeals for the Ninth Circuit decision interpreting Sections 11 and 12(a)(2) of the Securities Act of 1933 in the context of a direct stock...more
On December 2, 2022, Nasdaq received approval from the Securities and Exchange Commission (“SEC”) to modify certain pricing limitations for companies undertaking a direct listing involving sales of the company shares in the...more
On December 2, 2022, the SEC, acting through its Division of Trading and Markets, approved changes that Nasdaq had proposed to its regime for primary direct listings (which Nasdaq refers to as direct listings with a capital...more
The Securities and Exchange Commission’s Small Business Capital Formation Advisory Committee held a panel discussion on recent trends in taking a company public during its October 13, 2022 meeting. The panel, “Update on the...more
Becoming a public company is a big undertaking for any private company; there is added complexity for foreign filers, which is to say private issuers incorporated under the laws of a country other than the United States. One...more
Following a record-breaking year for IPOs and other going-public transactions, the beginning of 2022 has presented a challenging environment. That’s largely a result of volatile market conditions due to the ongoing conflict...more