After a direct listing, both registered and unregistered shares are immediately tradeable on an exchange. Petitioner Slack, which offers business-collaboration software, went public on the New York Stock Exchange in 2019 through a “direct listing” rather than an IPO. (Section 10 of the Securities Exchange Act, by contrast, does not limit the class of shareholders who may sue, but requires plaintiffs to plead and prove scienter.) by means of a prospectus” may be liable for misstatements in that prospectus “to the person purchasing such security.” 15 U.S.C. Section 12(a)(2) of the Act provides that someone who “offers or sells a security. Section 11 of the Securities Act permits suits alleging misrepresentations in a registration statement only if the plaintiffs “acquir such security.” 15 U.S.C. Under the Securities Act of 1933, if shares must be registered, the issuer must file a registration statement with the SEC that includes a prospectus making a thorough disclosure about the shares.
The Court will resolve “hether Sections 11 and 12(a)(2) of the Securities Act of 1933 require plaintiffs to plead and prove that they bought shares registered under the registration statement they claim is misleading.” Federal securities law provides that securities cannot be sold unless they are registered or qualify for an exemption from registration. Case Granted Review: Slack Technologies, LLC v.
This Report summarizes cases granted review on Decem(Part I).
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