Glenn Arcaro v. Albert Parks, et al.

Section 12(a)(1) of the Securities Act of 1933 provides that anyone who “offers” or “sells” an unregistered security “shall be liable ... to the person purchasing such security from him” 15 U.S.C. § 77l (emphasis added). This Court, in Pinter v. Dahl, 486 U.S. 622 (1988), instructed courts to focus on the plaintiff-purchaser’s relationship with a defendant when deciding whether the defendant qualifies as a “statutory seller” under the Securities Act. The Pinter decision has defined the contours of statutory seller liability under the Securities Act for over thirty years. Respondents allege that Petitioner Glenn Arcaro was a YouTube influencer who promoted a cryptocurrency program through social media and internet videos. Respondents claim over thirty other defendants are each liable to them as statutory sellers under the Securities Act based on Respondents’ purchase of cryptocurrency tokens sold under the program, and that Mr. Arcaro is their statutory seller solely because they viewed his widely published social media content while researching investments, and later purchased cryptocurrency tokens. The question presented is: Whether the Eleventh Circuit’s Opinion violates this Court’s decision in Pinter v. Dahl by creating a new test for statutory seller liability under the Securities Act which extends “seller” liability under Section 12 of the Securities Act beyond the plain language of the statute and congressional intent.