![]() ![]() ![]() In a direct listing, an approach approved by the SEC in 2018, registered shares and the unregistered shares of early investors in a company are made available to the public at the same time. Section 12 focuses on untrue statements in a prospectus that accompanies the sale of a security. Slack's view was that Section 11 of the Securities Act, which lets plaintiffs sue for falsities in a registration statement if they bought "such security," refers to registered, not unregistered, shares. Salesforce, a major business software maker, purchased Slack for $27.7 billion in 2021. Securities and Exchange Commission (SEC).Ī plaintiff must "plead and prove that he purchased shares traceable to the allegedly defective registration statement," conservative Justice Neil Gorsuch wrote in the ruling. The registration statement was filed with the U.S. Slack contended the lawsuit must be dismissed because Pirani cannot prove that he bought registered shares that were specified in the company's allegedly misleading registration statement rather than shares that were exempt from registration. Pirani claimed that the company's registration statement and prospectus for its direct listing contained misstatements about service outages, the credits it promised to pay customers when service was disrupted, and the competition it faced from Teams, Microsoft's rival software. Pirani's lawsuit alleged violations of Sections 11 and 12 of a federal law called the Securities Act of 1933. Circuit Court of Appeals to reconsider the case. The justices ordered the San Francisco-based 9th U.S. A direct listing is an alternative to a traditional initial public offering. ![]() In a 9-0 ruling, the justices threw out a lower court's decision that had let the proposed class action lawsuit filed by shareholder Fiyyaz Pirani proceed under what the Supreme Court concluded was an incorrect reading of a federal investor protection law. Supreme Court on Thursday gave Salesforce Inc's Slack Technologies another chance to avoid a lawsuit over the workplace communications software company's 2019 direct listing. ![]()
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