An investor who cannot determine whether the common stock purchased was registered through the registration statement at issue or through an earlier (or later) registration of identical common stock, for example, would not be able to maintain a Section 11 claim. By its terms, however, Section 11 provides a right of action only to persons acquiring “such security,” which circuit and district courts uniformly have held limits standing to those investors who purchased securities that were issued under that registration statement. Section 11 broadly imposes strict liability-without any requirement to prove fraud or state of mind-on the issuer, its directors, and others for any material, untrue statement of fact or omission in the issuer’s registration statement. became the first circuit to weigh in on whether and how an investor purchasing securities in a direct listing can establish standing to bring claims under Section 11 of the Securities Act of 1933, which requires a shareholder to “trace” the shares purchased to the issuer’s allegedly misleading registration statement. In a much-anticipated opinion, the Ninth Circuit in Pirani v.
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