Episode description

Welcome to Supreme Court Opinions. In this episode, you’ll hear the Court’s opinion in Slack Technologies, LLC v Pirani

In this case, the court considered this issue: Do 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?

The case was decided on Jun 1, 2023.

The Supreme Court held that to state a claim under §11(a) of the Securities Act of 1933, a plaintiff must allege the purchase of “such security” issued pursuant to a materially misleading registration statement. Justice Neil Gorsuch authored the unanimous opinion of the Court.

Section 11 of the Securities Act of 1933 authorizes an individual to sue for a material misstatement or omission in a registration statement when the individual has acquired “such security.” Normally, the word “such” refers to something that has already been described, but because there is no clear referent in Section 11, the Court looked for clues from the statutory context.

First, the statute refers to “the” registration statement in imposing liability for false statements or misleading omissions. The definite article “the” suggests that the plaintiff must acquire the security. Second, the statute repeatedly uses the word “such” to narrow the law’s focus, suggesting “such security” refers to a specific security registered under the particular statement that allegedly has a falsehood or misleading omission. Still other provisions further support the understanding that “such security” means a security issued pursuant to the allegedly misleading security statement.

The opinion is presented here in its entirety, but with citations omitted. If you appreciate this episode, please subscribe. Thank you.