Under Section 11 of the Securities Act, which of the following parties can be held liable for material misstatements in a registration statement?
- AOnly the issuer and the CEO
- BIssuer, signers, directors, underwriters, and experts for certified portions✓ Correct answer
- COnly the underwriters who managed the offering
- DOnly the independent auditors who certified the financial statements
Why B — Issuer, signers, directors, underwriters, and experts for certified portions
Section 11 casts a wide net of potential liability, covering: the issuer (strict liability), every person who signed the registration statement (typically the CEO, CFO, and principal accounting officer), every director at the time of filing, every named expert (such as auditors for the financial statements) for the portions they certified, and every underwriter. This broad liability scheme was designed to incentivize all participants to ensure the accuracy of the registration statement. All defendants except the issuer may assert the due diligence defense.
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