This practice note discusses the due diligence process in the context of a follow-on offering. Follow-on offers are generally offerings that occur after an issuer’s initial public offering (IPO). The due diligence process for a follow-on offering is usually similar to the due diligence process for an IPO. As with an IPO, underwriters conduct a due diligence investigation in order to establish a “due diligence defense” under Section 11 (15 U.S.C. §77k) and Section 12(a)(2) (15 U.S.C. §77l) of the Securities Act of 1933, as amended (Securities Act).