Emerging Developments in Securities Act Class Action Litigation

The Securities Act of 1933 was the first in a series of statutes designed to eliminate abuses in the securities industry, abuses which were found to have contributed to the stock market crash of 1929 and the depression of the 1930’s. Section 11 of the Securities Act imposes liability on parties involved in a public securities offering where the registration statement contains a materially false statement or material omission. While Section 11 is essentially a strict liability statute, Defendants have several defenses to liability, some of which are likely to involve the Supreme Court in the coming years.

This Briefing, led by two experienced class action litigators who both have extensive experience with the prosecution of Section 11 claims against defendants in securities class action litigation in federal and state court, will cover the foundational elements of claims under Section 11, and discuss emerging trends in recent caselaw.

Topics will include:

• History of the Securities Act and elements of a Section 11 claim [15 minutes]
• Background on the “tracing doctrine,” a mechanism through which defendants argue plaintiffs need to “trace” their purchase to a specific offering for standing, and the applicability of this doctrine in light of new SEC rules governing direct listing offerings and the Ninth Circuit’s opinion in Slack v. Pirani Technologies [15 minutes]
• SPAC (Special Purpose Acquisition Company) transactions and the applicability of Section 11 to material misstatements or omissions made in connection with these proliferating transactions [15 minutes]
• Section 11 claims in state court following the Supreme Court’s 2018 decision in Cyan v. Beaver County Employees Retirement Fund [10 minutes]
• The effectiveness of the negative causation defense in defeating Section 11 claims [5 minutes]

Program Level: Overview

Prerequisites: None

Advanced Preparation: None

Faculty:

John C. Browne, Bernstein Litowitz Berger & Grossmann LLP

Lauren A. Ormsbee, Bernstein Litowitz Berger & Grossmann LLP