Securities and Exchange Commission (SEC), Section 11, Standing

Ninth Circuit Confirms That Sections 11 And 12(a)(2) Of The Securities Act Require A Plaintiff To Plead And Prove Purchase Of...

A&O Shearman on 3/13/2025

The United States Court of Appeals for the Ninth Circuit, on remand from the United States Supreme Court, unanimously reversed the district court’s denial of a technology company’s (the “Company”) motion to dismiss claims...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

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

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

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

Cadwalader, Wickersham & Taft LLP on 11/2/2021

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

ETF Plaintiffs Find No Footing For Pursuit Of '33 Act Claims In California Court

Allen Matkins on 1/27/2020

Section 11 of the Securities Act is an anti-fraud statute. Like its Exchange Act cousin, Section 10(b), Section 11 requires (i) an omission or misrepresentation, and (2) that the omission or misrepresentation be material,...more