(Slip Opinion) OCTOBER TERM, 2022 1 

Syllabus 

NOTE: Where it is feasible, a syllabus (headnote) will be released, as is 

being done in connection with this case, at the time the opinion is issued. 

The syllabus constitutes no part of the opinion of the Court but has been 

prepared by the Reporter of Decisions for the convenience of the reader. 

See United States v. Detroit Timber & Lumber Co., 200 U. S. 321, 337. 

SUPREME COURT OF THE UNITED STATES 

Syllabus 

SLACK TECHNOLOGIES, LLC, FKA SLACK 

TECHNOLOGIES, INC., ET AL. v. PIRANI 

CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR 

THE NINTH CIRCUIT 

No. 22–200. Argued April 17, 2023—Decided June 1, 2023 

This case arises from a public offering of securities governed by the Securities Act of 1933, and the issue presented is what a public buyer

must allege to state a claim under §11 of the Act. The 1933 Act requires a company to register the securities it intends to offer to the 

public with the Securities and Exchange Commission. See, e.g., 15 

U. S. C. §§77b(a)(8), 77e; see also §77d. As part of that process, a company must prepare a registration statement that includes detailed information about the firm’s business and financial health so prospective 

buyers may fairly assess whether to invest. See, e.g., §§77f, 77g, 77aa. 

The law imposes strict liability on issuing companies when their registration statements contain material misstatements or misleading 

omissions. In this case, Slack Technologies—a technology company 

that offers a platform for instant messaging—conducted a direct listing

to sell its shares to the public on the New York Stock Exchange in 2019.

As part of that process, Slack filed a registration statement for a specified number of registered shares it intended to offer in its direct listing. Under the direct listing process, holders of preexisting unregistered shares in Slack were free to sell them to the public right away. 

Slack’s direct listing offered for purchase 118 million registered shares 

and 165 million unregistered shares. Fiyyaz Pirani bought 30,000 

Slack shares on the day Slack went public, and later bought 220,000

additional shares. When the stock price dropped, Mr. Pirani filed a 

class-action lawsuit against Slack alleging, as relevant here, that 

Slack had violated §11 of the 1933 Act by filing a materially misleading

registration statement. Slack moved to dismiss, arguing that the complaint failed to state a claim under §11 because Mr. Pirani had not 

alleged that he purchased shares traceable to the allegedly misleading 
 

 

 

 

 

 

 

 

 

 

 

2 SLACK TECHNOLOGIES, LLC v. PIRANI 

Syllabus 

registration statement, leaving open the possibility that he purchased 

shares not registered by means of the registration statement. The district court denied the motion to dismiss but certified its ruling for interlocutory appeal. The Ninth Circuit accepted the appeal and a divided panel affirmed. 

Held: Section 11 of the 1933 Act requires a plaintiff to plead and prove

that he purchased securities registered under a materially misleading

registration statement. The relevant language of §11(a) authorizes an

individual to sue for a material misstatement or omission in a registration statement when the individual has acquired “such security.” 

Slack argues the term “such security” refers to a security issued pursuant to the allegedly misleading registration statement; Mr. Pirani 

says that the term may encompass a security not registered under an 

allegedly misleading registration statement. While the word “such” 

usually refers to something that has already been described, there is

no clear referent in §11(a) defining what “such security” means. As a 

result, the Court must ascertain the statute’s critical referent “from 

the context or circumstances.” 

Context provides several clues. First, the statute imposes liability

for false statements or misleading omissions in “the registration statement.” §77k (emphasis added). The statute uses the definite article 

to reference the particular registration statement alleged to be misleading, and in this way seems to suggest the plaintiff must “acquir[e]

such security” under that document’s terms. Ibid. In addition, the 

statute repeatedly uses the word “such” to narrow the law’s focus—for

example, referring to “such part” of the registration statement that 

contains a misstatement or misleading omission—suggesting that 

when it comes to “such security,” the law speaks to a security registered under the particular registration statement alleged to contain a

falsehood or misleading omission. Section 6 of the statute indicates 

that a registration statement is “effective” for “only . . . the securities 

specified therein,” which is also hard to square with Mr. Pirani’s reading. Damages caps in the statute also make less sense with Mr. Pirani’s account of the statute. Collectively, these contextual clues persuade the Court that Slack’s reading of the law is the better one. While 

direct listings like the one here are new, the Court’s conclusion is not.

The majority of courts have for years held that §11(a) liability extends

only to shares that are traceable to an allegedly defective registration.

Resisting this conclusion, Mr. Pirani argues that the Court should

read the phrase “such security” to include not only securities registered 

under a defective registration statement but also other securities that

bear some sort of minimal relationship to a defective registration statement. Mr. Pirani contends that but for the existence of Slack’s registration statement for the registered shares, its unregistered shares 
Cite as: 598 U. S. ____ (2023) 3 

Syllabus 

would not have been eligible for sale to the public. But Mr. Pirani does 

not explain what the limits of his rule would be, how the Court might

derive them from §11, or how any of this can be squared with the various contextual clues identified which suggest that liability runs with

registered shares alone. Mr. Pirani argues that if Congress wanted 

liability under §11(a) to attach only to securities issued pursuant to a

particular registration statement, it could have borrowed language 

from §5 to achieve that result. On its own terms, that argument also

shows that Congress could have written §11(a) to explain more clearly 

that liability attaches to “any security” or “any security” bearing some 

specified relationship to a registration statement. Finally, Mr. Pirani 

argues that adopting a broader reading of “such security” would expand liability for falsehoods and misleading omissions and thus better

accomplish the purpose of the 1933 Act. The Court cannot endorse 

that sort of reasoning. Nor is Mr. Pirani’s account of the law’s purpose 

altogether obvious; an alternate inference in the opposite direction is 

at least equally plausible. In any event, the Court’s function is to discern and apply existing law. The Court concludes that the better reading of §11 requires a plaintiff to plead and prove that he purchased 

shares traceable to the allegedly defective registration statement, and

remands for the Ninth Circuit to consider that question in the first 

instance. Pp. 5-10. 

13 F. 4th 940, vacated and remanded. 

GORSUCH, J., delivered the opinion for a unanimous Court. 
 

_________________ 

_________________ 

Cite as: 598 U. S. ____ (2023) 1 

Opinion of the Court 

NOTICE: This opinion is subject to formal revision before publication in the 

United States Reports. Readers are requested to notify the Reporter of 

Decisions, Supreme Court of the United States, Washington, D. C. 20543, 

pio@supremecourt.gov, of any typographical or other formal errors. 

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 
 

 

 

2 SLACK TECHNOLOGIES, LLC v. PIRANI 

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(1975)). Generally speaking, the 1933 Act requires a company to register the securities it intends to offer to the public with the Securities and Exchange Commission (SEC). 

See, e.g., 15 U. S. C. §§77b(a)(8), 77e; see also §77d. As part

of that process, a company must prepare a registration

statement that includes detailed information about the 

firm’s business and financial health so prospective buyers

may fairly assess whether to invest. See, e.g., §§77f, 77g, 

77aa. The law imposes strict liability on issuing companies 

when their registration statements contain material misstatements or misleading omissions. §77k; see also Herman 

& MacLean v. Huddleston, 459 U. S. 375, 380 (1983).

The 1934 Act sweeps more broadly. Among other things,

it requires publicly traded companies to provide ongoing 

disclosures and regulates trading on secondary markets.

See, e.g., §§78m, 78o; T. Hazen, Federal Securities Law 99– 

102 (4th ed. 2022) (Hazen). This law’s main liability provision sweeps more broadly too. It allows suits in connection 

with the purchase or sale of “any security,” whether registered or not. §78j(b); see also 17 CFR §240.10b–5 (2022); 

Herman & MacLean, 459 U. S., at 382. But to prevail under

this provision, a plaintiff must prove that any material misleading statement or omission was made “with scienter, i.e., 

with intent to deceive, manipulate, or defraud.” Id., at 382. 

This case arises from a public offering governed by the 

1933 Act. Typically, when a company goes public it issues

new shares pursuant to a registration statement. That registration statement is filed with the SEC and made available to the public. Investment banks underwrite the offering, usually by buying these new registered shares at a 

negotiated price and then selling them to investors at a

higher price. In this way, underwriters often carry the risk

of loss should they fail to sell the shares at a profit. See 1 

L. Loss, J. Seligman, & T. Paredes, Securities Regulation 

738–748 (6th ed. 2019); Hazen 32–33.

Of course, a company’s early investors and employees 
Cite as: 598 U. S. ____ (2023) 3 

Opinion of the Court 

may own preexisting shares. Often, too, these shares are 

not subject to registration requirements. See, e.g., 15 

U. S. C. §77d(a)(2) (exempting, among other things, transactions “not involving any public offering”); 17 CFR 

§230.144(a)(3)(i) (recognizing as exempt certain securities

“acquired directly . . . from the issuer . . . in a transaction or 

chain of transactions not involving any public offering”); 

Hazen 60–61. To prevent the stock price from falling once

public trading begins, underwriters may require insiders to 

consent to a “lockup agreement”—a commitment to hold 

their unregistered shares for a period of time before selling 

them on the new public market. See 1 J. Bartlett, Equity 

Finance: Venture Capital, Buyouts, Restructurings and Reorganizations §14.8, p. 333 (2d ed. 1995). 

Initial public offerings (IPOs) are an effective way of raising capital, but they also have drawbacks. Among other

things, they can involve significant transaction costs. Nor 

is raising capital the only reason firms might wish to go

public; some may simply wish to afford their shareholders 

(whether investors, employees, or others) the convenience 

of being able to sell their existing shares on a public exchange. See 73 Fed. Reg. 54442 (2008). Several years ago,

a number of companies approached the New York Stock Exchange (NYSE) about the possibility of selling shares publicly on that exchange without an IPO. Ibid. Ultimately,

the NYSE proposed rules to facilitate and regulate these

“direct listings,” which the SEC approved with modifications. 83 Fed. Reg. 5650 (2018).

Slack is a technology company that offers a platform for 

instant messaging. It conducted a direct listing on the 

NYSE in 2019. Pirani v. Slack Technologies, Inc., 13 F. 4th 

940, 944, 947 (CA9 2021). As part of that process, Slack

filed a registration statement for a specified number of registered shares it intended to offer in its direct listing. Pirani v. Slack Technologies, Inc., 445 F. Supp. 3d 367, 373 

(ND Cal. 2020). But because Slack employed a direct listing 
 

 

 

4 SLACK TECHNOLOGIES, LLC v. PIRANI 

Opinion of the Court 

rather than an IPO, there was no underwriter and no 

lockup agreement. 13 F. 4th, at 951 (Miller, J., dissenting). 

Accordingly, holders of preexisting unregistered shares

were free to sell them to the public right away. See ibid. 

All told, Slack’s direct listing offered for purchase 118 million registered shares and 165 million unregistered shares. 

Fiyyaz Pirani bought 30,000 Slack shares on the day 

Slack went public. He bought 220,000 additional shares

over the next few months. When the stock price later

dropped, Mr. Pirani filed a class-action lawsuit against 

Slack. In that suit, he alleged that Slack had violated §§11

and 12 of the 1933 Act by filing a materially misleading registration statement. Ibid. 

Slack moved to dismiss the complaint for failure to state

a claim. Sections 11 and 12, Slack argued, authorize suit 

only for those who hold shares issued pursuant to a false or 

misleading registration statement. And this feature of the 

law, the company said, was dispositive in this case because 

Mr. Pirani had not alleged that he purchased shares traceable to the allegedly misleading registration statement.

For all anyone could tell, he may have purchased unregistered shares unconnected to the registration statement and

its representations about the firm’s business and financial

health. Of course, Slack would go on to acknowledge that 

the 1934 Act allows investors to recover for fraud in the sale 

of unregistered shares upon proof of scienter. But, the company emphasized, Mr. Pirani had not sought to sue under 

that law. 

Ultimately, the district court denied the motion to dismiss but certified its ruling for interlocutory appeal. 445 

F. Supp. 3d, at 381, 384–385. The Ninth Circuit accepted

the appeal and a divided panel affirmed. 13 F. 4th, at 945, 

950. In dissent, Judge Miller argued that §§11 and 12 of

the 1933 Act require a plaintiff to plead and prove that he 

purchased securities registered under a materially misleading registration statement, something Mr. Pirani had not 
 

Cite as: 598 U. S. ____ (2023) 5 

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. 

—————— 1The 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. 
 

 

 

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Opinion of the Court 

Immediately, we face a bit of a challenge. The word 

“such” usually refers to something that has already been

“described” or that is “implied or intelligible from the context or circumstances.” Concise Oxford Dictionary of Current English 1218 (1931); see also Webster’s New International Dictionary 2518 (2d ed. 1954). But there is no clear 

referent in §11(a) telling us what “such security” means. As 

a result, we must ascertain the statute’s critical referent 

“from the context or circumstances.” 

As it turns out, context provides several clues. For one 

thing, the statute imposes liability for false statements or 

misleading omissions in “the registration statement.” §77k

(emphasis added). Not just a registration statement or any

registration statement. The statute uses the definite article 

to reference the particular registration statement alleged to

be misleading, and in this way seems to suggest the plaintiff must “acquir[e] such security” under that document’s 

terms. Ibid. 

For another thing, the statute repeatedly uses the word

“such” to narrow the law’s focus. The statute directs us to 

“such part” of the registration statement that contains a

misstatement or misleading omission. It speaks of “such 

acquisition” when a person has acquired securities pursuant to the registration statement. And it points to “such

untruth or omission” found in the registration statement.

Each time, the law trains our view on particular things or 

statements. All of which suggests that, when it comes to

“such security,” the law speaks to a security registered under the particular registration statement alleged to contain

a falsehood or misleading omission. 

Other provisions in the 1933 Act follow suit. Under §5,

for example, “[u]nless a registration statement is in effect

as to a security,” it is unlawful “to sell such security.”

§77e(a). Here, the term “such security” clearly refers to 

shares subject to registration. Meanwhile, §6 provides that 

a “registration statement shall be deemed effective only as 
 

Cite as: 598 U. S. ____ (2023) 7 

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.2 Until 

—————— 2See, 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. 
 

8 SLACK TECHNOLOGIES, LLC v. PIRANI 

Opinion of the Court 

this decision, even the Ninth Circuit seemed to take the 

same view. Hertzberg v. Dignity Partners, Inc., 191 F. 3d 

1076, 1080, and n. 4 (1999).

Resisting this conclusion, Mr. Pirani argues that we 

should read the phrase “such security” to include not only

securities traceable to a defective registration statement. 

We should also read the phrase to include other securities

that bear some sort of minimal relationship to a defective 

registration statement. And, he argues, a reading like that

would allow his case to proceed because, but for the existence of Slack’s registration statement for the registered 

shares, its unregistered shares would not have been eligible 

for sale to the public. Brief for Respondent 22–23. Beyond

assuring us that the rule he proposes would save his case,

however, Mr. Pirani does not offer much more. He does not 

explain what the limits of his rule would be, how we might 

derive them from §11, or how any of this can be squared 

with the various contextual clues we have encountered suggesting that liability runs with registered shares alone.

Perhaps the closest Mr. Pirani comes to answering these

questions comes when he directs us to §5. If Congress

wanted liability under §11(a) to attach only to securities issued pursuant to a particular registration statement, he observes, it could have simply borrowed similar language

from §5. That provision, he stresses, speaks of “any security 

with respect to which a registration statement has been 

filed.” §77e(b)(1). But even taken on its own terms, this 

argument does not prove much. If Mr. Pirani’s example

shows that Congress could have written §11(a) to explain

more clearly that liability attaches only to securities issued 

pursuant to a particular registration statement, it also

shows that Congress could have written §11(a) to explain

more clearly that liability attaches to “any security” or “any 

—————— 

ANZ Securities, Inc., 582 U. S. 497 (2017); APA Excelsior III L. P. v. 

Premiere Technologies, Inc., 476 F. 3d 1261, 1271 (CA11 2007). 
 

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 
 

10 SLACK TECHNOLOGIES, LLC v. PIRANI 

Opinion of the Court 

holding otherwise. Whether Mr. Pirani’s pleadings can satisfy §11(a) as properly construed, we leave for that court to 

decide in the first instance on remand.3 

It is so ordered. 

—————— 3As we noted at the outset, the parties do not just spar over the best 

interpretation of §11 and its application to this case. They do the same 

when it comes to §12. See Part I, supra. But we have no need to reach 

the merits of that particular dispute. The Ninth Circuit said that its 

decision to permit Mr. Pirani’s §12 claim to proceed “follow[ed] from” its 

analysis of his §11 claim. 13 F. 4th 940, 949 (2021). And because we find 

that court’s §11 analysis flawed, we think the best course is to vacate its

judgment with respect to Mr. Pirani’s §12 claim as well for reconsideration in the light of our holding today about the meaning of §11. In doing

so, we express no views about the proper interpretation of §12 or its application to this case. Nor do we endorse the Ninth Circuit’s apparent 

belief that §11 and §12 necessarily travel together, but instead caution

that the two provisions contain distinct language that warrants careful 

consideration.