Page:Slack Technologies v. Pirani.pdf/9

6 Immediately, we face a bit of a challenge. The word “such” usually refers to something that has already been “described” or that is “implied or intelligible from the context or circumstances.” Concise Oxford Dictionary of Current English 1218 (1931); see also Webster’s New International Dictionary 2518 (2d ed. 1954). But there is no clear referent in §11(a) telling us what “such security” means. As a result, we must ascertain the statute’s critical referent “from the context or circumstances.”

As it turns out, context provides several clues. For one thing, the statute imposes liability for false statements or misleading omissions in “the registration statement.” §77k (emphasis added). Not just a registration statement or any registration statement. The statute uses the definite article to reference the particular registration statement alleged to be misleading, and in this way seems to suggest the plaintiff must “acquir[e] such security” under that document’s terms. Ibid.

For another thing, the statute repeatedly uses the word “such” to narrow the law’s focus. The statute directs us to “such part” of the registration statement that contains a misstatement or misleading omission. It speaks of “such acquisition” when a person has acquired securities pursuant to the registration statement. And it points to “such untruth or omission” found in the registration statement. Each time, the law trains our view on particular things or statements. All of which suggests that, when it comes to “such security,” the law speaks to a security registered under the particular registration statement alleged to contain a falsehood or misleading omission.

Other provisions in the 1933 Act follow suit. Under §5, for example, “[u]nless a registration statement is in effect as to a security,” it is unlawful “to sell such security.” §77e(a). Here, the term “such security” clearly refers to shares subject to registration. Meanwhile, §6 provides that a “registration statement shall be deemed effective only as