Series 79 practice questionhardProspectus Requirements
A managing underwriter in a firm-commitment IPO relies on a comfort letter from the issuer's auditor regarding financial statements in the prospectus. To what extent does the comfort letter limit underwriter liability under Section 11 of the Securities Act?
- AProvides limited assurance on interim financials but does not relieve underwriters of due diligence for all financial disclosures✓ Correct answer
- BIt completely eliminates underwriter liability for audited financials in the prospectus.
- CIt transfers liability to the auditor for all financial disclosures.
- DIt is only necessary for non-GAAP reconciliations and has no bearing on liability.
Explanation
Why A — Provides limited assurance on interim financials but does not relieve underwriters of due diligence for all financial disclosures
A comfort letter gives limited assurance and is just one part of the underwriter's due diligence defense, not a substitute for all diligence. The trap is thinking a comfort letter eliminates liability, but it only covers certain aspects.
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