Freshfields Represents Former SEC Commissioner Professor Joseph A. Grundfest in Filing of Amicus Brief in Slack Techs., LLC et al. v. Pirani
Defending the right of companies to access capital markets in a fair and efficient way, a Freshfields team of Silicon Valley securities litigators, including Partners Boris Feldman and Doru Gavril, Senior Associate Drew Liming and Associate Olivia Rosen, represented former SEC Commissioner Professor Joseph A. Grundfest in filing an amicus brief urging the US Supreme Court to grant certiorari and reverse the Ninth Circuit’s recent expansion of strict liability for companies that go public through direct listings.
In Pirani v. Slack Techs., Inc., 13 F.4th 940 (9th Cir. 2021), a divided Panel granted Section 11 standing to all purchasers of shares sold in a direct offering, including purchasers of shares expressly exempt from registration and therefore not covered by the allegedly defective registration statement. Freshfields’ amicus brief argues that the Panel’s decision creates a consequential circuit split with every other Court of Appeals ever to have addressed the question and fails to follow even the Ninth Circuit’s own precedent. The Panel’s opinion is inconsistent with Section 11’s damage cap, irrationally imposes registration statement liability on exempt transactions and advocates a faux-textualist approach in a failed effort to disguise a purposive interpretation that, if followed by other courts, would dramatically expand Section 11 liability in all Section 11 litigation, not just cases involving direct offerings.
The full text of the brief can be found here.
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