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

Which of the following best describes the standard underwriters must meet to establish a due diligence defense under Section 11 of the Securities Act?

  1. AAbsolute assurance that all statements are correct
  2. BMinimal inquiry based on management's representations
  3. CA reasonable investigation, with reasonable grounds to believe statements are true✓ Correct answer
  4. DReliance solely on outside counsel's review
Explanation

Why CA reasonable investigation, with reasonable grounds to believe statements are true

The due diligence defense requires that underwriters perform a reasonable investigation and have reasonable grounds to believe the registration statement is accurate. Simply relying on management or counsel is insufficient, as regulators expect independent verification.

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