Opinion of the Court
to the securities specified therein as proposed to be offered.” §77f(a). It’s an instruction that would seem hard to square with Mr. Pirani’s broader reading of §11(a)—after all, adopting that reading would give the registration statement effect (in the sense of creating liability) for securities that are not “specified” in the registration statement “as proposed to be offered.”
Beyond these clues lies still another. Section 11(e) caps damages against an underwriter in a §11 suit to the “total price at which the securities underwritten by him and distributed to the public were offered to the public.” §77k(e). This provision thus ties the maximum available recovery to the value of the registered shares alone. It’s another feature that makes little sense on Mr. Pirani’s account, for if §11(a) liability extended beyond registered shares presumably available damages would too. See Barnes v. Osofsky, 373 F. 2d 269, 272 (CA2 1967); Brief for SEC as Amicus Curiae in Barnes v. Osofsky, No. 30867 etc. (CA2), pp. 4–5.
Collectively, these contextual clues persuade us that Slack’s reading of the law is the better one. Nor is anything we say here particularly novel. For while direct listings are new, the question how far §11(a) liability extends is not. More than half a century ago, Judge Friendly addressed the question in an opinion for the Second Circuit in Barnes and concluded that “the narrower reading” we adopt today is the more “natural” one. 373 F. 2d, at 271, 273. Since Barnes, every court of appeals to consider the issue has reached the same conclusion: To bring a claim under §11, the securities held by the plaintiff must be traceable to the particular registration statement alleged to be false or misleading.[1] Until
- ↑ See, e.g., In re Ariad Pharmaceuticals, Inc. Securities Litigation, 842 F. 3d 744, 755–756 (CA1 2016); Rosenzweig v. Azurix Corp., 332 F. 3d 854, 873 (CA5 2003); Lee v. Ernst & Young, LLP, 294 F. 3d 969, 976–977 (CA8 2002); Joseph v. Wiles, 223 F. 3d 1155, 1159 (CA10 2000), abrogated on other grounds, California Public Employees’ Retirement System v.
