Simpson Thacher Discusses Supreme Court Case on Standing and Direct-Listing Shares

On December 13, 2022, the Supreme Court granted certiorari to consider whether Sections 11 and 12(a) of the Securities Act require a plaintiff who purchased shares through a direct listing to plead and prove that he bought shares registered under a specific allegedly misleading registration statement. Slack Techs. v. Pirani, No. 22-200. Petitioners (defendants below) are appealing a 2021 Ninth Circuit decision interpreting the “such security” language in Section 11[1] and Section 12(a)[2] to mean any share, registered or unregistered, and holding that plaintiff need not prove that he bought registered shares. Pirani v. Slack Techs.Read more