News & Analysis as of

Section 12 Securities Act of 1933

Goodwin

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

Goodwin on

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

Cornerstone Research

Number of Securities Class Action Filings Increased in First Half of 2023

Cornerstone Research on

Cryptocurrency-related filings continue to see a high level of activity. The number of securities class action filings increased in the first half of 2023, according to a report released today by Cornerstone Research and...more

Troutman Pepper

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

Troutman Pepper on

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

King & Spalding

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

King & Spalding on

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

Skadden, Arps, Slate, Meagher & Flom LLP

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

Circuits Split Over Whether Targeting Is Necessary for Seller Liability - Key Points - - While courts have long held that solicitations must be tailored to a particular audience to precipitate statutory seller liability,...more

Seyfarth Shaw LLP

New York Appellate Division Decides First Securities Act Case Since Cyan

Seyfarth Shaw LLP on

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

Sheppard Mullin Richter & Hampton LLP

Fifth Circuit Affirms Enron Broker Not Liable to Employee Stock Option Holders for False or Withheld Information

Ending a more than 15-year-long legal battle, the Fifth Circuit on May 24, 2019, unanimously affirmed the dismissal of a proposed class action against subsidiaries of UBS AG, alleging violations of U.S. securities laws for...more

Bass, Berry & Sims PLC

Chris Lazarini Discusses Burden of Materiality under Section 11 and 12 of Securities Act

Bass, Berry & Sims PLC on

Bass, Berry & Sims attorney Chris Lazarini discussed the class action suit brought against Party City alleging the company failed to disclose material facts in SEC documents when it did not discuss the impact the decline in...more

Orrick - Finance 20/20

New Plaintiffs’ Claims Dismissed From Morgan Stanley MBS Class Action

On May 27, Judge Laura Taylor Swain of the Southern District of New York granted Morgan Stanley’s motion for reconsideration and dismissed as time-barred claims brought by certain named plaintiffs (the New Plaintiffs) first...more

Sheppard Mullin Richter & Hampton LLP

Second Circuit Rejects the Application of American Pipe's Tolling Rule and Rule 15(c)'s "Relation Back" Doctrine to the Three-Year...

In In re IndyMac Mortgage-Backed Securities Litigation, No. 11-2998-CV, 2013 WL 3214588 (2d Cir. June 27, 2013), the United States Court of Appeals for the Second Circuit held that the tolling rule established by the United...more

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