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?
- ASuspend the offering and work with counsel to amend the registration statement✓ Correct answer
- BContinue distribution and seek clarification later
- CIgnore the issue if the issuer downplays its significance
- DRely on the company’s auditor to resolve the matter
Explanation
Why A — Suspend 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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