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

Which type of issuer is generally not able to rely on the due diligence defense under Section 11?

  1. AA first-time issuer
  2. BA seasoned issuer with internal controls issues
  3. CAn underwriter for a shelf registration
  4. DThe actual issuer of the securities✓ Correct answer
Explanation

Why DThe actual issuer of the securities

The issuer itself cannot use the due diligence defense; the defense is only available to non-issuer parties like underwriters and directors. The issuer is strictly liable for material misstatements.

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