Series 22: Civil Liability For False Registration Statements

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 amount she paid for the security. This amount cannot exceed the pub