Second Circuit Affirms Dismissal Of Putative Class Action Against Financial Institution In Connection With Reverse Split Of Exchange Traded Notes
04/23/2026
On March 24, 2026, the United States Court of Appeals for the Second Circuit affirmed the dismissal of a putative class action asserting claims under the Securities Act of 1933 against a financial institution, its subsidiary, and certain executives. Knapp v. Barclays PLC, —F.4th—, 2026 WL 806009 (2d Cir. Mar. 24, 2026). Plaintiffs asserted that the company’s 4:1 reverse split of exchange-traded notes (“ETNs”) violated Section 12 of the Securities Act because the new ETNs allegedly constituted unregistered securities and Section 11 of the Securities Act because the new ETNs allegedly were issued pursuant to a registration statement that purportedly contained misleading statements. After the district court dismissed the action, the Second Circuit affirmed, holding that the reverse split was not a “sale” within the meaning of Section 12 and that plaintiffs did not satisfy Section 11 because they failed to trace their ETNs to an allegedly misleading offering document.
