Liability under the Federal Securities Laws for Securities Offerings


This practice note provides an overview of the principal liability provisions of the federal securities laws applicable to disclosures made in registered and unregistered offerings of securities. These provisions reflect the general philosophy of the federal securities laws to provide full disclosure to the investing public. The securities laws also provide remedies to investors for damages resulting from material misstatements or omissions of in offering documents used (and oral statements made) by issuers and other participants in securities offerings. This practice note discusses the elements of securities law actions; persons subject to liability; standing to sue; available defenses; counsel's role in providing a defense to liability; liability of secondary actors as controlling persons or for aiding and abetting; defendants' rights to indemnification and contribution; and the role of Securities and Exchange Commission (SEC) enforcement actions in enforcing these provisions.