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Securities Act of 1933 › Registration Statement › Securities Litigation

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 -
Skadden, Arps, Slate, Meagher & Flom LLP

California Court of Appeal Upholds Federal Forum Provision

Skadden, Arps, Slate, Meagher & Flom LLP on

In the first published decision of a court of appeal outside Delaware, on April 28, 2022, the California Court of Appeal in Wong v. Restoration Robotics, Case No. A161489, affirmed the trial court’s decision to enforce a...more

Cadwalader, Wickersham & Taft LLP

Securities Litigation Update: Divided Ninth Circuit Permits Direct-Listing Investors to Assert Securities Act Claims, Despite...

Cadwalader, Wickersham & Taft LLP on

On September 20, 2021, in Pirani v. Slack Technologies, Inc., a divided panel of the U.S. Court of Appeals for the Ninth Circuit held that investors who purchase stock in a “direct listing”—in which pre-existing shares are...more

Latham & Watkins LLP

Ninth Circuit’s Slack Decision Forges New Ground for Securities Act Liability Related to Direct Listings

Latham & Watkins LLP on

The decision appears to create a new rule for determining standing to bring Securities Act claims in the context of direct listings. The Slack Direct Listing Decision - On September 20, 2021, the US Court of Appeals...more

Proskauer - Corporate Defense and Disputes

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

Proskauer - Corporate Defense and Disputes on

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

Farrell Fritz, P.C.

Class Action Lawsuit Dismissed: Commercial Division Finds Company’s Alleged Misrepresentations and Omissions During Stock Sale...

Farrell Fritz, P.C. on

Many of us have previously heard the expression that there is a fine line between fact and fiction.  In securities law that holds especially true where companies that risk walking the “fine line” in their registration...more

Dechert LLP

California Appeals Court Narrows Standing for ETF Retail Investors to Sue for Allegedly False or Misleading Registration...

Dechert LLP on

In a ruling of potential importance for investment advisers and directors/trustees of registered investment companies, a California appellate court affirmed a lower court ruling on January 23, 2020 in Garth Jensen, et al. v....more

A&O Shearman

Middle District Of Tennessee Pares Claims In Putative Class Action Against Healthcare Company And Its Previous Owner

A&O Shearman on

On November 19, 2019, Judge William M. Campbell of the United States District Court for the Middle District of Tennessee granted in part and denied in part motions to dismiss a putative class action under the Securities Act...more

Proskauer - The Capital Commitment

Third Circuit Discusses Important Differences Between Board Observers and Directors

Proskauer - The Capital Commitment on

The Third Circuit recently issued an important decision for private fund advisors who serve on corporate boards. In a precedential decision on a matter of first impression, the Third Circuit distinguished the role of...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

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

CMCP - California Minority Counsel Program on

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

BakerHostetler on

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

Bracewell LLP

Supreme Court Clarifies Standard For Holding Issuers Liable Under The Securities Act Of 1933

Bracewell LLP on

In a highly-watched securities law decision, the United States Supreme Court yesterday ruled unanimously that opinion statements in public securities registration statements are not actionable under § 11 of the Securities...more

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