Opinion of the Court
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SUPREME COURT OF THE UNITED STATES
No. 22–200
SLACK TECHNOLOGIES, LLC, FKA SLACK TECHNOLOGIES, INC., ET AL., PETITIONERS v. FIYYAZ PIRANI
ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR THE NINTH CIRCUIT
[June 1, 2023]
Justice Gorsuch delivered the opinion of the Court.
This case concerns the meaning of one provision of the federal securities laws. For many years, lower federal courts have held that liability under §11 of the Securities Act of 1933 attaches only when a buyer can trace the shares he has purchased to a false or misleading registration statement. Recently, the Ninth Circuit parted ways with these decisions, holding that a plaintiff may sometimes recover under §11 even when the shares he owns are not traceable to a defective registration statement. The question we face is which of these approaches best conforms to the statute’s terms.
I
Together, the Securities Act of 1933, 48 Stat. 74, 15 U. S. C. §77a et seq., and the Securities Exchange Act of 1934, 48 Stat. 881, 15 U. S. C. §78a et seq., form the backbone of American securities law. The first is “ ‘narrower’ ” and focused “ ‘primarily’ ” on the regulation of new offerings. Gustafson v. Alloyd Co., 513 U. S. 561, 572 (1995) (quoting Blue Chip Stamps v. Manor Drug Stores, 421 U. S. 723, 752
