Opinion of the Court
done. Id., at 951–952. Judge Miller pointed out that a long line of lower court cases have interpreted §11 as applying only to shares purchased pursuant to a registration statement. Id., at 952. Because the Ninth Circuit’s decision created a split of authority in the courts of appeals about §11’s scope, we granted certiorari. 598 U. S. ___ (2022).[1]
II
We begin with the relevant language of §11(a) of the 1933 Act. It provides:
“In case any part of the registration statement, when such part became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, any person acquiring such security (unless it is proved that at the time of such acquisition he knew of such untruth or omission) may, either at law or in equity, in any court of competent jurisdiction, sue [certain enumerated parties].” 15 U. S. C. §77k(a).
The statute authorizes an individual to sue for a material misstatement or omission in a registration statement when he has acquired “such security.” The question we face is what this means. Does the term “such security” refer to a security issued pursuant to the allegedly misleading registration statement? Or can the term also sometimes encompass a security that was not issued pursuant to the allegedly misleading registration statement? Slack advances the first interpretation; Mr. Pirani defends the second.
- ↑ The parties have litigated this case on the premise that Slack was not required to register all of the shares sold in its direct listing. For the first time before this Court, Mr. Pirani challenges that premise, suggesting that it was incumbent on Slack to register all the securities sold in its direct listings on the NYSE. Brief for Respondent 11–12, n. 7. As he acknowledges, however, this issue is not properly presented for decision, ibid., and so we do not pass upon it.
