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Securities Act of 1933 › Registration Statement › Supreme Court of the United States

The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better... more +
The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better access to material information prior to investing 2) ensure that transactions are not based on fraud. In order to effectuate its dual goals, the Act requires that any offer or sale of securities is registered with the SEC. less -
Jones Day

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

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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

Sheppard Mullin Richter & Hampton LLP

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

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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

Latham & Watkins LLP

Supreme Court Slack Decision Confirms Narrow Interpretation of Section 11 Claims

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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

Dorsey & Whitney LLP

The Supreme Court Update - June 1, 2023

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Today, the Supreme Court of the United States issued three decisions: Glacier Northwest, Inc. v. International Brotherhood of Teamsters Local Union, No. 174, No. 21-1449: This case involved the preemptive force of...more

Morgan Lewis

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

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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

Proskauer - Corporate Defense and Disputes

Supreme Court to Decide Whether Discovery Stays Apply to State-Court Securities Lawsuits This Fall

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One of the most significant differences between bringing a securities lawsuit in state versus federal court is the application of the mandatory discovery stay set forth in the Private Securities Litigation Reform Act (the...more

K&L Gates LLP

One Year Later: Omnicare’s Effect on Opinion Liability

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One year ago today, in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 135 S.Ct. 1318 (2015), the Supreme Court created a new test for opinion liability under Section 11 of the Securities Act,...more

CMCP - California Minority Counsel Program

OMNICARE and its Implications

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In the spring of this year, the Supreme Court issued its long-awaited decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 135 S.Ct. 1318 (2015), resolving a circuit split regarding the...more

BakerHostetler

2015 Mid-Year Securities Litigation and Enforcement Highlights

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Welcome to the 2015 Mid-Year Report from the BakerHostetler Securities Litigation and Regulatory Enforcement Practice Team. The purpose is to provide a periodic survey, apart from our team Executive Alerts, on matters we...more

Carlton Fields

After Omnicare: Opinion Statement Liability in SEC Registrations

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The U.S. Supreme Court in March provided important guidance on the support required for expressions of opinion or belief in registration statements. In Omnicare, Inc. v. Laborers District Council Construction Industry Pension...more

Parker Poe Adams & Bernstein LLP

Liability for Statements of Opinion–New Clarity from the Supreme Court

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The U.S. Supreme Court’s recent decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund resolved a clear split in the federal courts of appeal regarding when statements of opinion may give...more

Wilson Sonsini Goodrich & Rosati

Implications of the U.S. Supreme Court Omnicare Decision

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On March 24, 2015, the U.S. Supreme Court issued its decision in Omnicare, Inc., et al. v. Laborers District Council Construction Industry Pension Fund, et al., addressing when an issuer may be held liable for material...more

Manatt, Phelps & Phillips, LLP

Corporate Investigations & White Collar Defense - April 2015

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It’s Stifling in Here! SEC Rules That Companies Can’t Put Restrictive Language in Confidentiality Agreements That Could Potentially Stifle Whistleblowers - Why it matters: On April 1, 2015, the SEC announced its...more

Dechert LLP

Three Top Considerations After Omnicare

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In Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 575 U. S. ____ (2015), the Supreme Court clarified issuer liability under §11 of the Securities Act. Section 11 provides that issuers are...more

Sheppard Mullin Richter & Hampton LLP

United States Supreme Court Resolves Circuit Split Regarding Section 11 Claims Predicated Upon Allegedly Misleading Statements of...

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In Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, No. 13-435, 2015 WL 1291916 (U.S. Mar. 24, 2015), the United States Supreme Court addressed the circumstances under which a claim alleging...more

BakerHostetler

Omnicare and the "Reasonable Investor" Standard for Statements of Opinion

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On March 24, 2015, the U.S. Supreme Court unanimously decided the closely followed case of Omnicare v. Laborers District Council Construction Industry Pension Fund concerning liability for false statements of opinion made in...more

Troutman Pepper

In Omnicare, Supreme Court Draws Distinction Between Factual Misstatements and Factual Omissions in Setting Standards for...

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On March 24, the U.S. Supreme Court handed down its landmark decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund. The Court vacated the U.S. Court of Appeals for the Sixth Circuit’s...more

K&L Gates LLP

Supreme Court’s Omnicare Decision Muddies Section 11 Opinion Liability Standards

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The Supreme Court has a long history of rejecting expansive interpretations of implied private rights of action under Section 10(b) of the Securities Exchange Act. Most notably, since 1975, it rejected the argument that mere...more

Pillsbury Winthrop Shaw Pittman LLP

Supreme Court to Securities Issuers: Beware What You Omit When Stating Your Opinions

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Deciding this Term’s big securities case, a unanimous Supreme Court held on March 24 that a statement of opinion does not become actionable under the “untrue statement of material fact” clause of section 11 of the Securities...more

Perkins Coie

Omnicare: Good and Bad News for Security Issuers Offering Statements of Opinion

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Securities issuers breathed a collective sigh of relief last week when the U.S. Supreme Court ruled in Omnicare Inc. et al. v. Laborers District Council Construction Industry Pension Fund et al. that Section 11 of the...more

Miller Canfield

But That’s Just, Like, Your Opinion, Man: U.S. Supreme Court Clarifies Executive Statement Liability Under Securities Law

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Statements of opinion do not constitute an “untrue statement of fact” if they turn out to be incorrect, the U.S. Supreme Court has ruled in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund,...more

King & Spalding

U.S. Supreme Court’s Omnicare Decision Leaves Open Narrowed Theory Of Liability For Statements Of Opinion Under Federal Securities...

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Can a public company violate the federal securities laws simply by expressing an opinion that turns out to be wrong? In 2013, the U.S. Court of Appeals for the Sixth Circuit startled the business community by recognizing just...more

Akin Gump Strauss Hauer & Feld LLP

High Court Announces New Standard for Opinion Statements

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The U.S. Supreme Court found middle ground in Omnicare this week, holding that issuers’ statements of opinion issued in registration statements can be the basis for liability under Section 11 if either the speaker does not...more

Pierce Atwood LLP

OMNICARE: Supreme Court Clarifies Whether Statements of Opinion by Companies and their Executives are Actionable under the Federal...

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This week the Supreme Court resolved a split among federal appellate courts over whether a statement of opinion in a company’s registration statement can be actionable under Section 11 of the Securities Act of 1933 if the...more

Dorsey & Whitney LLP

This Week In Securities Litigation

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The Supreme Court handed down the Omnicare decision on Securities Act Section 11 liability for opinion statements this week. In a judgment joined by all nine Justices the Court reversed the Sixth Circuit, concluding that...more

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