Civil Liabilities and Anti-Fraud

What this video covers

• Why the issuer faces strict liability for material misstatements in the registration statement at effectiveness, with zero due-diligence defense available
• How every other defendant (directors, officers, underwriters, experts) can raise a due-diligence defense, and why less personal diligence is required for expertised portions than for non-expertised portions
• What tracing requires for a plaintiff to have standing in a registration-statement liability claim, and why merely owning the same class of stock is insufficient
• Why selling-in-violation liability for registration-spine violations (gun jumping) carries no practical reasonable-care or due-diligence defense
• How material-misstatement liability in a prospectus or oral communication differs: the privity requirement, the reasonable-care defense, and the contract-of-sale snapshot that freezes the information
• Why the general anti-fraud provision reaches any offer or sale of any security, including exempt private placements, and why negligence (not scienter) triggers two of its three prongs
• What the Private Securities Litigation Reform Act (PSLRA) safe harbor requires to protect forward-looking statements, and why initial public offerings (IPOs) cannot use it