High Court: Section 11 Securities Plaintiffs Must Trace Shares to Challenged Registration Statement
The court's opinion endorses a large body of lower court authority that had come to the same conclusion, and it also makes clear that this tracing requirement applies with full force to Section 11 suits arising from "direct" listings.
June 26, 2023 at 09:46 AM
8 minute read
On June 1, the U.S. Supreme Court issued a unanimous decision in Slack Technologies v. Pirani, holding that plaintiffs suing under Section 11 of the Securities Act of 1933 must establish that they bought shares registered under the registration statement that allegedly contained false or misleading statements. The court's opinion endorses a large body of lower court authority that had come to the same conclusion, and it also makes clear that this tracing requirement applies with full force to Section 11 suits arising from "direct" listings. But the court left it to the U.S. Court of Appeals for the Ninth Circuit to determine whether the plaintiff's complaint can satisfy Section 11 "as properly construed" and declined to answer whether Section 12 contained a similar requirement.
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