Krim v. pcOrder.com, Inc.
United States Court of Appeals for the Fifth Circuit
402 F.3d 489 (2005)
pcOrder.com, Inc. (PCOrder) (defendant) issued two public offerings of its stock. PCOrder filed a registration statement for each offering. A group of purchasers of PCOrder stock (plaintiffs) brought suit under § 11 of the Securities Act of 1933, alleging that the registration statements contained false information. Burke and Petrick were the lead plaintiffs. Burke and Petrick purchased shares at a time when 91 percent of PCOrder shares on the market were purchased via the public offerings. Burke and Petrick presented expert testimony stating that, given the number of shares they owned and the percentage of public-offering shares in the market at the time of purchase, there was close to a 100 percent chance that at least one of their PCOrder shares was purchased pursuant to one of the allegedly false registration statements. Nevertheless, the district court granted PCOrder’s motion to dismiss, finding that Burke and Petrick did not have standing under § 11. The court held that for a plaintiff to have such standing, 100 percent of the stock at issue must come directly pursuant to a public offering. Burke and Petrick appealed.
Rule of Law
Holding and Reasoning (Higginbotham, J.)
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