News & Analysis as of August 3, 2025

Securities Regulation

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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

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

Cooley LLP on 3/5/2025

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

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 Locke 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

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

U.S. Supreme Court Rejects Ninth Circuit Expansion of Section 11 Standing

Wilson Sonsini Goodrich & Rosati on 6/6/2023

On June 1, 2023, the U.S. Supreme Court issued its decision in Slack Technologies, LLC v. Pirani vacating a Ninth Circuit decision2 that had extended the scope of Section 11 of the Securities Act of 1933, which provides a...more

Supreme Court Requires Traceability for Securities Act Claims Arising from Direct Listings

Proskauer - Corporate Defense and Disputes on 6/1/2023

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

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