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Supreme Court Rejects Attempt to Erode Section 11 Requirements

Robert Stern — Fri, 02 Jun 2023 19:01:24 +0000

On June 1, the Supreme Court held in Slack Technologies v. Pirani that Section 11 of the Securities Act “requires a plaintiff to plead and prove that he purchased shares traceable to the allegedly defective registration statement,” endorsing the approach previously adopted by a majority of lower courts. The case stemmed from Slack’s 2019 direct listing of registered and unregistered shares. Pirani sued Slack under Section 11 of the Securities Act alleging that Slack included materially misleading statements in the registration statement. Slack moved to dismiss the complaint because the direct listing had included unregistered shares, and Pirani had not alleged that the shares he purchased were from the 118 million shares registered under the allegedly misleading registration statement, as opposed to the 165 million pre-existing and unregistered shares that were sold in the direct listing. The district court denied Slack’s motion to dismiss and the Ninth Circuit affirmed, holding that Pirani did not need to plead that his shares were traceable to Slack’s registration statement.

You Don’t Need a Red Wave to Change the SEC’s Course. GOP’s Slim Regain of the House of Representatives Could Curtail the SEC’s Ambitious Rulemaking Initiatives

Adé Heyliger — Mon, 21 Nov 2022 06:00:00 +0000

ESG – Especially GHG – a likely target; crypto legislation, however, is more likely to receive bipartisan support Republicans will regain control of the US House of Representatives as of January 2023. Although that victory will likely come by a slim margin, GOP control of the House next year will also give the party leadership over […]

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SEC Targets “Greenwashing” by Investment Funds: More Proposals on the SEC ESG Agenda

Lyuba Goltser — Tue, 21 Jun 2022 20:38:41 +0000

The SEC recently released two proposals aimed at combating “greenwashing” – misleading claims by investment funds and their investment advisers regarding their ESG credentials. The proposed rules are the latest actions in a series of concerted efforts by the SEC that specifically target ESG-related disclosure and reporting, and that, if adopted, would increase the disclosure […]

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