Section 11 Elements and Defenses under the Securities Act

Summary

This practice note summarizes the elements of a claim for securities fraud under Section 11 (15 U.S.C. § 77k) of the Securities Act of 1933, as amended (Securities Act), and the available defenses. After discussing various considerations for Section 11 plaintiffs and defendants and the elements of a Section 11 claim, this note focuses on Section 11 defenses, including (1) the one-year statute of limitations and three-year statute of repose, (2) the due diligence defense, (3) negative causation, and (4) the plaintiff's actual knowledge of misstatements or omissions.