FCPA Compliance Report-Episode 444, Jim Murphy on the Dangers in Using Slack
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
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
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
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
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
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
The U.S. Supreme Court held that purchasers of shares sold to the public through a direct listing cannot sue under Section 11 of the Securities Act of 1933 unless they can trace their shares to an allegedly defective...more
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
There has been a lot of publicity and interest surrounding the direct listings of Spotify (2018) and Slack (2019) in the United States. In many respects, these transactions resemble the traditional "introduction" which has...more
In a direct listing, a company's outstanding shares are listed on a stock exchange without a primary or secondary underwritten offering. Existing security holders become free to sell shares on the stock exchange at...more
Sprint and T-Mobile are facing new merger headwinds in the form of a NY & CA state AG-led lawsuit in the Southern District of New York that seeks to block the deal, alleging that it would cost customers of the companies “at...more
Elon Musk and the SEC have reached an agreement to revise their earlier agreement to settle the latest round of issues caused by Musk’s Twitter habit. Under its terms, a Tesla securities attorney must now “preapprove any of...more
Just months after Whole Foods raised prices on certain items after an initial Amazon-pushed lowering, Bezos & Co. are planning cuts on “hundreds of items” as early as this week in an effort to “change the chain’s high-cost...more
USA Today publisher and media conglomerate Gannett has rejected a $1.3 billion hostile takeover bid from Alden Global Capital-backed MNG Enterprises, “kicking off a battle for shareholder votes to determine the future of the...more