Where Registered and Unregistered Securities Are Commingled in a Direct Listing, Does a Purchaser Have Statutory Standing to Assert Securities Act Claims for a Misleading Registration Statement?

Authors

Wendy G. Couture, University of Idaho College of LawFollow

Document Type

Article

Publication Date

4-17-2023

Abstract

The Court will consider statutory standing to assert claims under Sections 11 and 12(a)(2) of the Securities Act of 1933 for alleged misrepresentations in a registration statement and the prospectus contained therein. This case raises this issue in a new factual scenario—a direct listing where registered and unregistered securities were offered to the public simultaneously—but the impacts of the Court’s ruling will potentially extend to traditionally underwritten public offerings of securities.

Recommended Citation

Wendy Gerwick Couture, Where Registered and Unregistered Securities Are Commingled in a Direct Listing, Does a Purchaser Have Statutory Standing to Assert Securities Act Claims for a Misleading Registration Statement? (22-220), 50 PREVIEW U.S. SUP. CT. CAS. 7 (April 17, 2023).