Scrolling into Risk: Navigating the Legal Landscape of Social Media Influencers and Securities Promotion Under Section 12(a)(2) of the Securities Act

Authors

Nathan T. Nguyen

Library of Congress Authority File

http://id.loc.gov/authorities/names/n79122466.html

Document Type

Comment

Abstract

This Comment argues that the Supreme Court should clarify the definition of a “person who offers or sells” under Section 12(a)(2) of the Securities Act to resolve the disagreement among the circuit courts. Part II outlines the legal context of the Securities Act, examining efforts to safeguard investors from the illicit sale of unregistered securities. Part III delves into disagreements among circuit courts regarding the definition of a “seller” in today’s social media landscape. Part IV asserts that classifying social media influencers as sellers aligns with the Securities Act’s legislative intent and statutory language. Part V contends that the Ninth and Eleventh Circuits’ stance aligns with the Supreme Court’s decision in Pinter v. Dahl and the plain language of the statute. Ultimately, the Supreme Court should resolve the circuit split by endorsing the broader test proposed by the Ninth and Eleventh Circuits. This would enhance protection for prospective and novice investors against financial misinformation on social media.

Recommended Citation

Nathan T. Nguyen, Scrolling into Risk: Navigating the Legal Landscape of Social Media Influencers and Securities Promotion Under Section 12(a)(2) of the Securities Act, 62 San Diego L. Rev. 615 (2025).
Available at: https://digital.sandiego.edu/sdlr/vol62/iss3/5