Series 79 practice questionmediumDue Diligence Defense
Which of the following most accurately describes the due diligence defense available to underwriters under Section 11 of the Securities Act?
- AIt is a complete defense for issuers
- BReasonable-investigation defense✓ Correct answer
- CIt is available only to company insiders
- DIt is not available for follow-on offerings
Explanation
Why B — Reasonable-investigation defense
Underwriters can assert a due diligence defense by proving they conducted a reasonable investigation and had reasonable grounds to believe the registration statement was accurate. This is not a defense for issuers, nor is it limited to insiders or only for IPOs.
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