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Series 79: Underwriting & New Financing
Series 79 practice questionmediumDue Diligence Defense

An underwriter participating in a follow-on equity offering discovers a discrepancy between the issuer's disclosed contracts and those reviewed during diligence. What is the best course of action to support a due diligence defense?

  1. AProceed with the offering, assuming the discrepancy is immaterial
  2. BRely on the issuer's legal counsel to address the issue post-offering
  3. CInvestigate the discrepancy and ensure accurate, updated disclosure before proceeding✓ Correct answer
  4. DIgnore the issue unless the SEC raises a comment
Explanation

Why CInvestigate the discrepancy and ensure accurate, updated disclosure before proceeding

The underwriter must investigate and resolve discrepancies before proceeding to support a due diligence defense. The trap is assuming minor issues need not be addressed or can wait until after the offering.

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