Whether Section 12(a)(2) of the Securities Act requires plaintiffs to plead and prove registration of shares purchased in a misleading prospectus and whether courts should apply burden-shifting in direct listing cases

This petition arises from the Ninth Circuit’s ruling on remand from this Court in Slack Technologies, LLC v. Pirani, 598 U.S. 759 (2023). The petition presents two questions. The first is one this Court granted certiorari to decide, but did not resolve, in Slack. The second is a question of surpassing practical importance to the administration of the nation’s securities laws in the aftermath of the Court’s decision in that case and implicates a circuit conflict on the standards for allocation of burdens of proof generally. 1. Whether Section 12(a)(2) of the Securities Act of 1933 requires plaintiffs to plead and prove that they bought shares registered in the offering for which the defendant filed a misleading prospectus. 2. Whether courts should apply a burden-shifting regime to determine whether the shares the plaintiff bought were registered in direct listing cases, where registered and unregistered shares are simultaneously issued to the public pursuant to a single registration statement.