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Securities Regulation, Keyed to Choi
Slack Technologies, LLC. v. Pirani
Citation:
143 S. Ct. 1433, 598 U.S. 759 (2023)Facts
Slack Technologies, a technology company providing an instant messaging platform, conducted a direct listing on the New York Stock Exchange in 2019. Unlike traditional initial public offerings, Slack’s direct listing involved no underwriters and no lockup agreements restricting early investors from selling their shares. Slack filed a registration statement for 118 million registered shares while simultaneously allowing 165 million preexisting unregistered shares to be sold to the public. Fiyyaz Pirani purchased 30,000 Slack shares on the first day of public trading and acquired an additional 220,000 shares over the following months. When Slack’s stock price subsequently declined, Pirani filed a class-action lawsuit alleging that Slack’s registration statement contained material misstatements and misleading omissions in violation of Sections 11 and 12 of the Securities Act of 1933. Critically, Pirani’s complaint did not allege that the shares he purchased were traceable to the registration statement, leaving open the possibility that he had purchased unregistered shares not covered by the registration statement’s representations.
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