News & Analysis as of May 19, 2025

Securities Act of 1933

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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 Reporting Update - December 2024

Snell & Wilmer on 12/31/2024

Insider Trading Policies. As previously discussed in our Winter 2022-2023 Corporate Communicator, the Securities and Exchange Commission (“SEC”) adopted final rules in December 2022 relating to insider trading policy...more

Assessing the Impact of Recent Supreme Court Decisions on Section 337 Practice – Less than Meets the Eye?

Mintz - Intellectual Property Viewpoints on 7/18/2024

Late last month, the Supreme Court issued two opinions which seemingly shook up the field of administrative law. As explained in this article, however, while both decisions bear significantly on certain administrative...more

Supreme Court Declares SEC Lacks In-House Authority to Impose Civil Penalties

Bracewell LLP on 7/2/2024

The United States Supreme Court struck another major blow to the Securities Exchange Commission’s enforcement arsenal, finding that its oft-used practice of imposing monetary penalties in its in-house administrative...more

Supreme Court Narrows Securities Fraud Exposure

Seyfarth Shaw LLP on 4/25/2024

The Supreme Court recently took away an often-used weapon by shareholder plaintiffs in securities fraud cases, ruling that “pure omissions” from periodic SEC filings (absent any other duty to disclose) are not actionable...more

Supreme Court: Rule 10b-5 Does Not Cover Pure Omissions

Stinson - Corporate & Securities Law Blog on 4/12/2024

In Macquarie Infrastructure Corp., et al., v. Moab Partners, L. P., et. al, a unanimous United States Supreme Court held that failure to make MD&A disclosures required by Item 303 of Regulation S-K does not violate Rule...more

Supreme Court Delivers Key Defense Victory by Limiting Section 11 Claims in Direct Listings - and Again Calling for a Rigid...

Goodwin on 7/26/2023

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

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

Katten Muchin Rosenman LLP on 7/19/2023

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

Coinbase Contests the SEC’s Regulatory Authority over Crypto Exchanges, Staking

Pillsbury Winthrop Shaw Pittman LLP on 7/6/2023

Arguments presented by Coinbase in its answer to SEC charges would, if accepted, potentially deprive the SEC of its most effective tool in regulating digital assets. The SEC alleges in a Complaint in SDNY that Coinbase...more

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

Vinson & Elkins LLP on 7/6/2023

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

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

Will a Recent U.S. Supreme Court Decision Encourage More Companies to Go Public Through a Direct Listing? Implications of Slack...

Fenwick & West LLP on 6/12/2023

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

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

Patterson Belknap Webb & Tyler LLP on 6/8/2023

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

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

King & Spalding on 6/7/2023

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

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

Paul Hastings LLP on 6/7/2023

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

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

Supreme Court Unanimously Narrows Scope of Liability Under Section 11(a) of Securities Act of 1933

Kramer Levin Naftalis & Frankel LLP on 6/7/2023

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

SCOTUS Bars Section 11 Claims Based on Direct Listing

Skadden, Arps, Slate, Meagher & Flom LLP on 6/6/2023

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

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

Supreme Court Securities Law Roundup - The Axon Decision and Oral Argument in Slack v. Pirani

Alston & Bird on 4/28/2023

Our Securities Litigation Group analyzes the impact of the Axon and Cochran decisions on the use of administrative law judges (ALJs) and gleans clues about the future of direct listings from the Slack oral argument....more

SCOTUS hears oral argument in Slack direct listing case—did the Court float its likely resolution?

Cooley LLP on 4/21/2023

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

United States Supreme Court Hears Oral Argument in Securities Act Case Raising Questions of Standing

A&O Shearman on 4/20/2023

Yesterday the United States Supreme Court heard oral argument in a case raising questions of when investors have standing to sue under Sections 11 and 12(a)(2) of the Securities Act of 1933 (the “Securities Act”). Slack...more

The United States Supreme Court Will Hear Case Presenting Question Of Whether Investors Have Standing To Bring Securities Act...

A&O Shearman on 1/13/2023

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

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

“We lost. Sorry everyone”: The Implications of a District Court Finding Digital Token, LBC, Is a Security

Mintz - Securities Litigation Viewpoints on 11/21/2022

Crypto litigation, fueled by a surge of investors and market volatility, has ballooned in recent years. For example, numerous securities class actions and government subpoenas followed the May 2022 collapse of the $60 billion...more

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Supreme Court of the United States › Securities and Exchange Commission (SEC) › Securities Act of 1933

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