News & Analysis as of

Securities Act of 1933 Supreme Court of the United States Investors

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 -
Cooley LLP

On Remand From SCOTUS, Ninth Circuit Rejects Investor’s Efforts to Save Section 11 Direct Listing Claim, Holds Section 12(a)(2)...

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On February 10, 2025, the US Court of Appeals for the Ninth Circuit issued the latest decision in Pirani v. Slack Technologies, a long-running case examining the tracing requirements under Sections 11 and 12 of the Securities...more

Snell & Wilmer

SEC Reporting Update - December 2024

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Insider Trading Policies. As previously discussed in our Winter 2022-2023 Corporate Communicator, the Securities and Exchange Commission (“SEC”) adopted final rules in December 2022 relating to insider trading policy...more

Ankura

Understanding the Crypto Ripple Effect

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On July 13, 2023, the Court ruled in partial favor of Ripple Labs Inc.’s argument that many of its XRP sales did not violate investor-protection laws. The ruling has sent the crypto world ablaze with speculation on the future...more

Morrison & Foerster LLP

Slack SCOTUS Decision

The Supreme Court has just given companies looking to go public another reason to do it through direct listings. The federal securities laws impose strict liability for misleading statements made in connection with...more

A&O Shearman

United States Supreme Court Hears Oral Argument in Securities Act Case Raising Questions of Standing

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Yesterday the United States Supreme Court heard oral argument in a case raising questions of when investors have standing to sue under Sections 11 and 12(a)(2) of the Securities Act of 1933 (the “Securities Act”). Slack...more

Mintz - Securities Litigation Viewpoints

“We lost. Sorry everyone”: The Implications of a District Court Finding Digital Token, LBC, Is a Security

Crypto litigation, fueled by a surge of investors and market volatility, has ballooned in recent years. For example, numerous securities class actions and government subpoenas followed the May 2022 collapse of the $60 billion...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Court of Chancery Invalidates Forum Selection Provisions Regulating Claims Under the Securities Act of 1933

On December 19, 2018, the Delaware Court of Chancery held that forum selection provisions contained in the certificate of incorporation of Delaware corporations are invalid to the extent that they require any claim under the...more

CMCP - California Minority Counsel Program

OMNICARE and its Implications

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

Carlton Fields

After Omnicare: Opinion Statement Liability in SEC Registrations

Carlton Fields on

The U.S. Supreme Court in March provided important guidance on the support required for expressions of opinion or belief in registration statements. In Omnicare, Inc. v. Laborers District Council Construction Industry Pension...more

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