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