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

If an underwriter discovers a material misstatement in a registration statement after the effective date but before distribution, which action is most consistent with the due diligence defense?

  1. ASuspend the offering and work with counsel to amend the registration statement✓ Correct answer
  2. BContinue distribution and seek clarification later
  3. CIgnore the issue if the issuer downplays its significance
  4. DRely on the company’s auditor to resolve the matter
Explanation

Why ASuspend the offering and work with counsel to amend the registration statement

Proactively addressing and correcting material misstatements is critical to the due diligence defense; ignoring or delaying can create liability. The trap is believing post-offering clarification suffices or auditors bear all responsibility.

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