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Series 79: Underwriting & New Financing
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?

  1. AIt is a complete defense for issuers
  2. BReasonable-investigation defense✓ Correct answer
  3. CIt is available only to company insiders
  4. DIt is not available for follow-on offerings
Explanation

Why BReasonable-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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