The Epistemology of Collective Scienter

There is a circuit split over the standard to plead scienter in 10b-5 securities fraud litigation against corporations. NARROW PLEADING dismisses complaints for failure to plead scienter, unless the complaint names a natural person at the corporation who has scienter. But BROAD PLEADING allows a complaint to survive dismissal, even without naming any natural person … Continue reading The Epistemology of Collective Scienter

Shareholders Get Some Slack on Section 11, Direct Listing Pleading Standard

This past September, the United States Court of Appeals for the Ninth Circuit held that shareholders who purchased securities in Slack‚Äôs direct listing have standing under Section 11[1] of the Securities Act of 1933 (Securities Act) to sue the company for misrepresentations in its registration statement, even if they cannot prove that their shares were … Continue reading Shareholders Get Some Slack on Section 11, Direct Listing Pleading Standard