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Series 79: Underwriting & New Financing
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?

  1. AIt conducted a reasonable investigation and had reasonable grounds to believe the information was true and complete.✓ Correct answer
  2. BIt relied solely on the issuer’s representations.
  3. CIt was not aware of the information included in the registration statement.
  4. DIt delegated all review to external counsel.
Explanation

Why AIt 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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