Securities law professors urge Second Circuit to reconsider decision unsettling bedrock principle of securities law

Client(s) 36 securities law professors

Jones Day filed an amicus brief on behalf of 36 securities law professors arguing that the U.S. Court of Appeals for the Second Circuit should rehear Alta Partners, LLC v. Getty Images Holdings, No. 23-7876. In that case, the panel concluded that a prospectus that fails to include SEC-mandated material information is nevertheless current so long as that missing information is publicly available elsewhere. As the amicus brief explains, this holding is at odds with the longstanding concept of a prospectus, which the Securities Act and SEC regulations treat as a single, mandatory “one-stop shop” for investors to find the information necessary to make a sound investment decision about a security. Consequently, the panel's ruling risks undermining compliance systems built around the prospectus and inviting uncertainty and gamesmanship in the preparation, updating, and delivery of prospectuses.

Alta Partners, LLC, et al. v. Getty Images Holdings, Inc., Nos. 23-7876, 23-7915, and 23-7983 (2d Cir.)