News & Analysis as of

Initial Public Offering (IPO) Section 11

Katten Muchin Rosenman LLP

Greater Obstacles for Section 11 Plaintiffs Given Recent US Supreme Court Ruling on 'Slack Technologies v. Pirani'

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

Vinson & Elkins LLP

Picking Up Slack: The Supreme Court Raises a Compelling Question for Go-Public Deals

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The Supreme Court seldom takes up issues around the federal securities laws. But in June, it handed down an important decision involving Section 11 of the Securities Act. Section 11 imposes strict liability on companies when...more

Mintz - Securities Litigation Viewpoints

The Supreme Court Solidifies the Securities Act’s Tracing Requirement For Section 11 Plaintiffs

Last week, the U.S. Supreme Court solidified the “tracing” requirement for private plaintiffs to be able to assert Section 11 claims pursuant to the Securities Act of 1933, holding that plaintiffs asserting such securities...more

Alston & Bird

The Supreme Court Maintains Limitations on 1933 Act Claims for Direct Listings

Alston & Bird on

Our Securities Litigation Group reviews the Supreme Court’s Slack opinion that upheld decades of case law requiring a narrow reading of Section 11 of the 1933 Act. The case addressed the scope of liability for claims brought...more

Sheppard Mullin Richter & Hampton LLP

United States Supreme Court Holds That Section 11 Plaintiffs Must Purchase Securities Issued Under the Registration Statement They...

In Slack Technologies, LLC v. Pirani, No. 22-200, 2023 U.S. LEXIS 2301 (U.S. June 1, 2023), the Supreme Court of the United States (Gorsuch, J.) held that Section 11 of the Securities Act of 1933 (the “Securities Act”), 15...more

Patterson Belknap Webb & Tyler LLP

Supreme Court Limits the Ability of Plaintiffs to Pursue Claims Against Issuers in Direct Listings

On June 1, 2023, in Slack Technologies, LLC, et al., v. Pirani, the Supreme Court unanimously held that plaintiffs alleging a violation of Section 11 of the Securities Act of 1933 (“Securities Act”) must plead and prove that...more

King & Spalding

U.S. Supreme Court Unanimously Rules On Standing Requirements For Section 11 Claims In Direct Listings

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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

Paul Hastings LLP

The Supreme Court Clarifies Who May Sue Under Section 11 of the Securities Act

Paul Hastings LLP on

On June 1, 2023, the Supreme Court issued a unanimous decision in Slack Technologies, LLC v. Pirani, holding that a plaintiff asserting a claim under Section 11 of the Securities Act of 1933 (the “Securities Act”) must plead...more

Latham & Watkins LLP

Supreme Court Slack Decision Confirms Narrow Interpretation of Section 11 Claims

Latham & Watkins LLP on

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

Dechert LLP

Supreme Court Gives Securities Plaintiffs No Slack: Section 11 Requires Tracing Shares to Registration Statement

Dechert LLP on

U.S. Supreme Court resolves circuit split created by Ninth Circuit decision which had held that traceability not required in the context of a direct listing. By requiring traceability, the Supreme Court cabins strict...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - May 2023

Supreme Court Hears Argument on Traceability Requirement in Circuit-Split Slack v. Pirani - Key Points - - Before the end of June, the U.S. Supreme Court is expected to issue a decision in a high-profile securities case...more

Proskauer - Corporate Defense and Disputes

Supreme Court Requires Traceability for Securities Act Claims Arising from Direct Listings

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

Wilson Sonsini Goodrich & Rosati

Ninth Circuit Cuts Shareholders More Slack on Section 11 Claims

In the past several years, the number of claims filed against newly public companies under the Securities Act of 1933 has increased significantly. At the same time, the development of direct listings has given companies...more

UB Greensfelder LLP

Lessons From the First Dismissal of a COVID-19 Related Securities Class Action Lawsuit

UB Greensfelder LLP on

Despite a general decline in filings of securities class action litigation in 2020, the economic fallout from the coronavirus pandemic has led to an uptick of securities fraud cases alleging failure to disclose risks of the...more

Seyfarth Shaw LLP

New York Appellate Division Decides First Securities Act Case Since Cyan

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On December 3, 2020, the New York State Appellate Division for the First Judicial Department dismissed an action alleging claims under the Securities Act of 1933 (the “Securities Act”) in Lyu v. Ruhnn Holdings Limited....more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - April 2020

This issue includes summaries and associated court opinions of selected cases principally decided between October 2019 and January 2020. ...more

A&O Shearman

Northern District Of California Denies In Part Motion To Dismiss Securities Act Claims Against A Medical Technology Company,...

A&O Shearman on

On October 18, 2019, Judge Edward J. Davila of the United States District Court for the Northern District of California granted in part and denied in part a motion to dismiss a putative class action asserting claims under...more

Goulston & Storrs PC

Stay of Sogou Class Action Litigation in California

Goulston & Storrs PC on

On October 7, 2019, Goulston & Storrs obtained a stay of a putative class action filed in California state court against clients Sogou Inc. (Sogou) and Sohu.com (Sohu).  Sogou’s Sogou Search is the second largest search...more

A&O Shearman

New York Supreme Court Dismisses Securities Act Of 1933 Claims, Holding That Plaintiffs' Allegations Of Misleading Statements Are...

A&O Shearman on

On July 11, 2019, Justice Andrew Borrok of the New York State Supreme Court, County of New York, Commercial Division, dismissed a putative securities class action against a Brazilian based online retailer (the “Company”),...more

A&O Shearman

U.S. Chamber Of Commerce's Institute Of Legal Reform Publishes Report On "Broken Securities Class Action System" And Proposes...

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On February 25, 2019, the U.S. Chamber of Commerce’s Institute of Legal Reform (the “ILR”) published a report entitled “Containing the Contagion: Proposals to Reform the Broken Securities Class Action System” (the “Report”)....more

Bass, Berry & Sims PLC

Chris Lazarini Provides Insight on Pleading Requirements in Securities Fraud Cases

Bass, Berry & Sims attorney Chris Lazarini provided insight on a case brought by investors alleging a company violated certain securities laws by issuing a false registration statement in conjunction with its IPO. In the...more

Bass, Berry & Sims PLC

Chris Lazarini Analyzes Putative Class Action Alleging Violations of Securities Act of 1933

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Bass, Berry & Sims attorney Chris Lazarini analyzed this putative class action brought against Match Group for alleged violations of the Securities Act of 1933 related to the company’s 2015 initial public offering (IPO)....more

Troutman Pepper

Supreme Court's Cyan Decision Means Open Season for Investor Class Actions After IPOs

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The U.S. Supreme Court issued a unanimous decision on March 20 holding that investors are free to file securities class action lawsuits challenging the veracity of stock registration statements under Section 11 of the...more

Mintz - Securities Litigation Viewpoints

Federal Court Grants Class Certification in the LendingClub Case Over Objections from State Court Plaintiffs, But Denies Federal...

LendingClub is facing two parallel securities litigation cases stemming from alleged false statements it made in connection with its initial public offering (“IPO”). One case is proceeding in the U.S. District Court for the...more

Sheppard Mullin Richter & Hampton LLP

Second Circuit Rejects First Circuit’s “Extreme Departure” Test for Assessing Materiality of an Alleged Omission of Interim...

In Stadnick v. Vivint Solar, Inc., 2017 WL 2661597 (2d Cir. June 21, 2017), the United States Court of Appeals for the Second Circuit affirmed the dismissal of claims for violations of Section 11 of the Securities Act of...more

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