Page:Slack Technologies v. Pirani.pdf/12

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Cite as: 598 U. S. ____ (2023)
9

Opinion of the Court

security” bearing some specified relationship to a registration statement. That Congress could have been clearer, no one disputes. But none of this proves it adopted anything like the rule Mr. Pirani proposes.

Finally, Mr. Pirani argues from policy and purpose. Adopting a broader reading of “such security” would, he says, expand liability for falsehoods and misleading omissions and thus better accomplish the purpose of the 1933 Act. We cannot endorse this line of reasoning. This Court does not “presume … that any result consistent with [one party’s] account of the statute’s overarching goal must be the law.” Henson v. Santander Consumer USA Inc., 582 U. S. 79, 89 (2017). Nor, for that matter, is Mr. Pirani’s account of the law’s purpose altogether obvious. As we have seen, the 1933 Act is “limited in scope.” Herman & MacLean, 459 U. S., at 382. Its main liability provision imposes strict liability on issuers for material falsehoods or misleading omissions in the registration statement. Ibid. Meanwhile, the 1934 Act requires ongoing disclosures for publicly traded companies and its main liability provision allows suits involving any sale of a security but only on proof of scienter. Ibid.; Hazen 99–100. Given this design, it seems equally possible that Congress sought a balanced liability regime that allows a narrow class of claims to proceed on lesser proof but requires a higher standard of proof to sustain a broader set of claims.

III

Naturally, Congress remains free to revise the securities laws at any time, whether to address the rise of direct listings or any other development. Our only function lies in discerning and applying the law as we find it. And because we think the better reading of the particular provision before us requires a plaintiff to plead and prove that he purchased shares traceable to the allegedly defective registration statement, we vacate the Ninth Circuit’s judgment