James Everett Hunt, et al. v. PricewaterhouseCoopers LLP

The Securities Act of 1933, 15 U.S.C. § 77a et seq. (the “Act”), requires an issuer to register its securities to be offered to the public by filing a registration statement with the United States Securities & Exchange Commission. 15 U.S.C. § 77e. § 7(a) of the Act, 15 U.S.C. § 77g(a), together with Schedule A, requires a registration statement to include the issuer’s historical financial information, including a balance sheet and a profit and loss statement. 15 U.S.C. § 77aa(25) and (26). The Act also requires that the balance sheet and profit and loss statement included in a registration statement be “certified by an independent public or certified accountant.” Id. Where the financial information contained in a registration statement contains material misrepresentations, Section 11(a) of the Act, 15 U.S.C. § 77k(a), provides that investors have a claim against certain named defendants, including any accountant who certified the misleading or erroneous financial statements. 15 U.S.C. § 77k(a)(4). The accountant may avoid liability by meeting its burden to prove it acted with reasonable care. 15 U.S.C. § 77k(b)(3). This petition arises from the Ninth Circuit’s affirmance of the District Court’s dismissal of Petitioners’ claims pursuant to Section 11(a) of the Act against Respondent PricewaterhouseCoopers LLP (“PwC”). Hunt, et al. v. PricewaterhouseCoopers LLP, 159 F.4th 603 (9th Cir. 2025). That appeal arose from PwC’s certification of misleading historical financial statements contained in the registration statement of Bloom Energy Corporation. The petition presents two issues where the Ninth Circuit’s decision departs from decisions of this Court as well as other Circuits: 1. Whether to adequately plead a claim under Section 11(a)(4) of the Act against a certifying accountant based