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Supreme Court sides with Slack, putting direct listings in jeopardy

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Re: Supreme Court sides with Slack, putting direct listings in jeopardy

#61

Post by agensaequivocum »

jquery wrote: post #52
yieldcrv wrote: post #10

> "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." I really don't see how anyone that actually reads Supreme Court decisions calls this court illegitimate. They are very consistent about not being a super legislature, no matter how disruptive th…

This court is illegitimate because most of it was appointed by Presidents who lost the popular vote. The fact it keeps dropping decisions that are far out of step with the legal community and the public itself is a consequence of this. If you think the Court is merely "interpreting the constitution" then please explain how to interpret the 14th amendment without giving the Supreme Court wide latitude to protect minor…

Popular vote in the presidential election means nothing. In fact it would be more proper to say that if a president "won" under the nation popular vote compact that blue states have been passing, that president and his actions would be illegitimate.

Equal protection doesn't mean that any law that has any racially disparate impact is unconstitutional. It means that you cannot treat different citizens in different way based on who they are.

Re: Supreme Court sides with Slack, putting direct listings in jeopardy

#62

Post by wolverine876 »

> "... Our only function lies in discerning and applying the law as we find it."

The judiciary has other essential roles, including adapting laws to new circumstances, justice, fairness, and mercy. The judiciary fails when it hurts people or causes injustice simply because Congress didn't anticipate some circumstance (and obviously Congress can't anticipate every circumtance).

They pull out the claim above when it suits them, and then are expansive about US tradition, Congress's 'real' intent, etc. when it suits them.

Re: Supreme Court sides with Slack, putting direct listings in jeopardy

#63

Post by bombcar »

crazygringo wrote: post #39
MacsHeadroom wrote: post #34

Earlier quoted context omitted.

> I always thought this was simply shorthand for something like: "I own shares #1034852, #1092647, and #2986246". Nope, (private) shares are almost always fungible and not numbered/serialized in any way. In fact most shares are just a name followed by a number of shares in an excel spreadsheet or Google sheet at best, if not simply a declaration in founding documents. > People sometimes own 0.25 shares of a company,…

Sure for private shares. But what about public shares, which is what people are usually discussing? Do publicly traded shares not have serial numbers or identification numbers or something to that effect?

They used to when they were actual physical share certificates. But they were all tracked in brokerages anyway and that’s been mostly done away with (you can still buy physical share certificates in some cases, and some people collect old invalidated ones).

Re: Supreme Court sides with Slack, putting direct listings in jeopardy

#64

Post by yieldcrv »

jquery wrote: post #53
xp84 wrote: post #25

Earlier quoted context omitted.

As much as I've been deeply unsatisfied with a lot of SCOTUS decisions in the past few years, I have to agree with you completely that it is the legislative branch which "should" have resolved nearly all the high-profile (and possibly even medium-profile) cases that have been brought to the court, by passing actual laws. Should we have (abortion, vote by mail, immigration, etc etc)? Yes the answers are controversial,…

The legislative branch can't heal itself, how do you get Wyoming to give up its power to cancel out California's? Also, we have the 14th amendment, which basically bars discrimination. The Constitution is the super legislature and it's up to the Supreme Court to keep it that way by making sure states can't turn women or sexual minorities into second or third class citizens. Which they are currently doing.

the court cant take over because the legislative branch is paralyzed though

we obviously don't have checks and balances to prevent that, aside from judges that chose not to … like we currently have

is this really a uniquely “republican” stance right now? as opposed to just driving people away from partisans at all, because I’m in the latter camp and wont support modifying a view just to help a party consolidate power

Re: Supreme Court sides with Slack, putting direct listings in jeopardy

#65

Post by EE84M3i »

MacsHeadroom wrote: post #34
puzzledobserver wrote: post #23

Earlier quoted context omitted.

Thanks! From the added context: 7. Pirrani's suit relied on Section 11 of the Securities Act. This alleges that the company lied in its registration document. 8. In an IPO, all shares are covered by the registration document. In a direct listing, the current shareholders of the company just start trading their shares on the market one day. 9. Notably, a direct listing makes it unclear which shares are registered (cov…

> I always thought this was simply shorthand for something like: "I own shares #1034852, #1092647, and #2986246". Nope, (private) shares are almost always fungible and not numbered/serialized in any way. In fact most shares are just a name followed by a number of shares in an excel spreadsheet or Google sheet at best, if not simply a declaration in founding documents. > People sometimes own 0.25 shares of a company,…

> Usually fractional shares are calculated to the third or fourth decimal place.

Does this mean that it's possible that the total number of shares people own doesn't add up exactly to the number issued?

Re: Supreme Court sides with Slack, putting direct listings in jeopardy

#66

Post by olliej »

So what it sounds like to me is that unregistered shares exist specifically for the purpose of fraud - you can’t tell whether you’re buying registered or unregistered, so presumably you’re going to only ever be able to get unregistered ones.

The only reason to do this is so you can put fraudulent info in the prospectus in the knowledge that the only people getting registered shares are those who are in on the fraud, and none of the victims can sue you because of magic fraud reasons.

Re: Supreme Court sides with Slack, putting direct listings in jeopardy

#67

Post by dragonwriter »

xp84 wrote: post #25
yieldcrv wrote: post #10

> "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." I really don't see how anyone that actually reads Supreme Court decisions calls this court illegitimate. They are very consistent about not being a super legislature, no matter how disruptive th…

As much as I've been deeply unsatisfied with a lot of SCOTUS decisions in the past few years, I have to agree with you completely that it is the legislative branch which "should" have resolved nearly all the high-profile (and possibly even medium-profile) cases that have been brought to the court, by passing actual laws. Should we have (abortion, vote by mail, immigration, etc etc)? Yes the answers are controversial,…

> As much as I've been deeply unsatisfied with a lot of SCOTUS decisions in the past few years, I have to agree with you completely that it is the legislative branch which "should" have resolved nearly all the high-profile (and possibly even medium-profile) cases that have been brought to the court, by passing actual laws.

Most of the high profile cases are:

(1) Questions about the meaning of the laws actually passed, and

(2) Questions about the Constitutional power of one or another branch or level of government.

These classes of questions share the feature that Congress cannot resolve them by passing a law. (At least, if it tries to in thebfiret case, that sets up an infinite regression of laws to pass.)

Re: Supreme Court sides with Slack, putting direct listings in jeopardy

#68

Post by anonymousiam »

throwaway09223 wrote: post #33
puzzledobserver wrote: post #23

Earlier quoted context omitted.

Thanks! From the added context: 7. Pirrani's suit relied on Section 11 of the Securities Act. This alleges that the company lied in its registration document. 8. In an IPO, all shares are covered by the registration document. In a direct listing, the current shareholders of the company just start trading their shares on the market one day. 9. Notably, a direct listing makes it unclear which shares are registered (cov…

Regarding #1, #2 and #3: Most people no longer own their shares directly. Most online self-clearing brokerages are "nominee" accounts where shares are held in the brokerages' name rather than the end customer's name. Owning specific shares in one's own name would be a "direct" account. This is also how fractional shares are handled. Share ownership is a ledger at the brokerage, not an actual stock registered in your…

You can still request paper share certificates and get registered shares, but it's a royal PITA. (Or at least you could do that 20 years ago. I haven't done it for some time.)

https://www.forbes.com/advisor/investing/stock-certificate/

Re: Supreme Court sides with Slack, putting direct listings in jeopardy

#69

Post by aaronbrethorst »

puzzledobserver wrote: post #6

Is it just me, or are newspaper articles surprisingly difficult to read? From what I understand: 1. Instead of a traditional IPO, Slack went public through an alternative process called a direct listing. 2. As part of its direct listing, Slack sold some million "registered" and some million "unregistered" shares. 3. What are registered and unregistered shares? I could not find an explanation on Wikipedia. 4. Fiyyaz P…

Axios’s bullet pointed style has never worked well for me. I’ve never been able to absorb any information from any article of theirs I’ve ever looked at. Total ux abomination.

Re: Supreme Court sides with Slack, putting direct listings in jeopardy

#70

Post by SpicyLemonZest »

wolverine876 wrote: post #62

> "... Our only function lies in discerning and applying the law as we find it." The judiciary has other essential roles, including adapting laws to new circumstances, justice, fairness, and mercy. The judiciary fails when it hurts people or causes injustice simply because Congress didn't anticipate some circumstance (and obviously Congress can't anticipate every circumtance). They pull out the claim above when it su…

But the judiciary also fails, and arguably fails worse, when they make people believe that the law is a game of Calvinball and there are no rules beyond "most sympathetic party wins".
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