Flashcards in Federal Securities: 1933 Act Deck (2)
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Federal Securities:
1933 Act
- focuses on initial sale of securities
- liability due to audited financials contained in the registration statement
Primary Causes:
1. Section 11: remedies misleading statements and omissions contained in registration statement
2. Section 12(a)(1)
- offering a security before registration
- offering before registration is effective
- selling a security without providing a prospectus
- providing a prospectus that does not comply with Section 10
** accountants are deemed experts with special responsibility & only sellers are liable under 12(a)(1)&(2)***
3. Section 12(a)(2)
- remedies misstatements and omissions in initial sale of securities outside of registration statement.
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