SS&C Technologies, Inc. (SS&C) (defendant) sold securities through an IPO underwritten by Alex. Brown & Sons Inc. (Brown) (defendant) and Hambrecht & Quist LLC (Hambrecht) (defendant). SS&C sold all shares to Brown and Hambrecht, and Brown and Hambrecht then sold all of those shares to the public. Feiner (plaintiff) filed a putative class action suit against SS&C based on § 12(a)(2) of the Securities Act of 1933. Some members of the class had purchased their shares directly from the initial distribution from the IPO. Other class members had purchased their shares from Brown and Hambrecht after Brown and Hambrecht had reacquired the shares on the aftermarket, but within 25 days of the IPO, when federal regulations required delivery of a prospectus to purchasers. Finally, some class members purchased their shares on the aftermarket from third parties. SS&C argued that the class should not be certified because some class members did not purchase their shares directly from the IPO.