Series 79 practice questionmediumDue Diligence Defense
Under Section 11 of the Securities Act of 1933, an underwriter can establish a due diligence defense for material misstatements in a registration statement if it can demonstrate which of the following?
- AIt conducted a reasonable investigation and had reasonable grounds to believe the information was true and complete.✓ Correct answer
- BIt relied solely on the issuer’s representations.
- CIt was not aware of the information included in the registration statement.
- DIt delegated all review to external counsel.
Explanation
Why A — It conducted a reasonable investigation and had reasonable grounds to believe the information was true and complete.
A due diligence defense requires proof of a reasonable investigation and belief in the truthfulness of disclosures. Simply relying on others or claiming unawareness is insufficient and exposes the underwriter to liability.
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