Slack v. Pirani: Brief for Amici Curiae Law and Business Professors in Support of Respondent

Abstract

Amici are law and business professors who focus their teaching and scholarship on federal securities law, the financial markets and accounting. They submit this brief to clarify the contours of the modern securities market for the Court’s benefit, and explain how modern computing power and well established and accepted accounting methodologies make it feasible to trace shares, using the detailed, time-stamped transactional records that broker- dealers, exchanges, and the Financial Industry Regulatory Authority (“FINRA”) are required to maintain and which are obtainable through subpoenas in discovery. Amici also submit to explain how Petitioners’ position would effectively bar investors from tracing their shares, not only in direct listings but in all contexts that Congress intended for Section 11 to apply, thereby resulting in a significant loss of investor protection.

Keywords: securities law, direct listings, Section 11, tracing, FINRA, investor protection