Due Diligence on Issuers

What this video covers

• The strict liability faced by issuers versus the due-diligence defense available to underwriters, directors, and experts
• The two prongs of the defense: why non-expertised portions require independent reasonable investigation while expertised portions permit reasonable reliance on the expert's competence
• Why good faith is never enough: the objective reasonable investigation standard and why blind trust of issuer-supplied information fails
• What belongs in a principal's diligence file, why primary source documents beat summaries, and the required sign-off before pricing
• Bring-down diligence: the mandatory refresh for material adverse changes at pricing and closing, and what comfort letters do and do not cover
• The statute of limitations for civil liability: one year from discovery with a three-year absolute cap from the offering date
• The issuer personnel safe harbor: the substantial-duties requirement, the strict no-commission condition, and why disguised success bonuses destroy protection