Series 79: 6.4.1. Civil Liability For False Registration Statements

6.4.1. Civil Liability for False Registration Statements

Under Section 11 of the 1933 Act, investors may sue various parties involved in the registration process of a new offering if there has been a material misrepresentation or omission in the registration statement. Defendants may include any party that signed the registration statement, including:

• The issuer

• The issuer’s executive officers

• The issuer’s principal accounting officer

• Experts who contributed to or certified any part of the registration statement

• Directors sitting on the board at the time the registration statement became effective or those named as about to serve on the board

• Any underwriter involved in the distribution

The maximum liability an issuer has to an investor is the a