News & Analysis as of September 20, 2024

Securities Act of 1933 › Section 11

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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 -

Litigation developments: federal forum provisions

Securities Class Action Filings 2023 Year in Review: Combined Federal and State Filing Activity

Cornerstone Research on 3/1/2024

The number of filings increased slightly despite a large decline in federal Section 11 and state 1933 Act filings....more

Securities Class Action Filings 2023 Year in Review: Executive Summary

Cornerstone Research on 2/29/2024

Overall filing volume increased slightly in 2023 to 215 filings from 208 in 2022. The number of “core” filings—those excluding M&A filings—also increased slightly. The size of core filings when measured by Maximum Dollar Loss...more

Securities Class Action Filing Activity Increased Slightly in 2023, Reversing Recent Years’ Declines

Cornerstone Research on 2/2/2024

The number of securities class action lawsuits increased slightly in 2023, reversing the trend of decline over the last three consecutive years, according to a report released today by Cornerstone Research and the Stanford...more

Slack v. Pirani: Supreme Court says no Section 11 liability for untraceable shares in direct listing

Hogan Lovells on 10/25/2023

In Slack Technologies, LLC v. Pirani, 598 U.S. __ (2023), the Supreme Court declined to redefine the term “such security” in the Securities Act of 1933 to encompass untraceable, unregistered shares from direct listings. This...more

Is It Time to Take a Fresh Look at Disclosure Controls and Procedures for CEO/CFO Certifications?

BCLP on 9/6/2023

In New England Carpenters Guaranteed Annuity and Pension Funds v. DeCarlo (Aug. 2023), the Second Circuit held, among other things, that CEO/CFO certifications mandated by SOX Section 302 constitute non-actionable statements...more

Securities Act Claims Dismissed as Time-Barred and Otherwise Insufficient

Freiberger Haber LLP on 9/6/2023

On March 20, 2018, the United States Supreme Court decided Cyan, Inc. v. Beaver County Employees Retirement Fund, in which it unanimously held that the Securities Litigation Uniform Standards Act of 1998 does not strip state...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

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

Cornerstone Research on 7/25/2023

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

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

Corporate Governance: 2023 Midyear Review

Kramer Levin Naftalis & Frankel LLP on 7/12/2023

The public and private focus on corporate governance continued apace in the first half of 2023. In recent months, there were notable developments in jurisprudence potentially impacting corporate diversity initiatives and in...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 cuts defendants “slack” on Section 11 direct listing claims

Kennedys on 6/26/2023

On June 1, 2023, the United States Supreme Court ruled that a plaintiff bringing a claim under Section 11 of the Securities Act of 1933 arising from a direct listing must trace their shares to the registration statement. As...more

Slack Wins: Section 11 Claims Require Tracing

Woodruff Sawyer on 6/22/2023

Going public through a direct listing just got more attractive thanks to the recent Supreme Court ruling in Pirani v. Slack Technologies Inc. In a unanimous decision, the Court held that to bring a claim under Section 11 of...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 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

The Supreme Court Solidifies the Securities Act’s Tracing Requirement For Section 11 Plaintiffs

Mintz - Securities Litigation Viewpoints on 6/12/2023

Last week, the U.S. Supreme Court solidified the “tracing” requirement for private plaintiffs to be able to assert Section 11 claims pursuant to the Securities Act of 1933, holding that plaintiffs asserting such securities...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

The Supreme Court Maintains Limitations on 1933 Act Claims for Direct Listings

Alston & Bird on 6/9/2023

Our Securities Litigation Group reviews the Supreme Court’s Slack opinion that upheld decades of case law requiring a narrow reading of Section 11 of the 1933 Act. The case addressed the scope of liability for claims brought...more

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

Sheppard Mullin Richter & Hampton LLP on 6/8/2023

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

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

Supreme Court Slack Decision Confirms Narrow Interpretation of Section 11 Claims

Latham & Watkins LLP on 6/7/2023

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

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Securities Act of 1933 › Section 11

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