News & Analysis as of June 4, 2025

Securities Regulation

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The United States Supreme Court is the highest court of the United States and is charged with interpreting federal law, including the United States Constitution. The Court's docket is largely discretionary with only a limited number of cases granted review each term. The Court is comprised of one chief justice and eight associate justices, who are nominated by the President and confirmed by the Senate to hold lifetime positions. less -

SEC’s Investor Advisory Committee recommends SEC action on §11 liability after Slack. How likely is it?

Cooley LLP on 3/11/2025

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

Supreme Court: Even in a Direct Listing, Section 11 Requires Plaintiffs to Trace Shares to Registration Statement - The Court's...

Jones Day on 6/19/2023

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

Unanimous Supreme Court Sharply Limits Liability under Section 11 for Companies Issuing Securities Through Direct Listings

Troutman Pepper Locke on 6/14/2023

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

United States Supreme Court Confirms That Section 11 Of The Securities Act Requires A Plaintiff To Plead And Prove Purchase Of...

A&O Shearman on 6/7/2023

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

U.S. Supreme Court Rejects Ninth Circuit Expansion of Section 11 Standing

Wilson Sonsini Goodrich & Rosati on 6/6/2023

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

US Supreme Court to Hear Appeal Regarding Securities Act Claims in Direct Listings

Morgan Lewis on 12/20/2022

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

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