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LSDefine

Simple English definitions for legal terms

Section 11

Read a random definition: Fifth Amendment, plead the

A quick definition of Section 11:

Section 11 is a law that says if a company sells stocks to the public and lies or leaves out important information in the paperwork they give to buyers, those buyers can sue the company, the people who helped sell the stocks, and the people who wrote the paperwork. The law makes it easier for buyers to win their case because the sellers are automatically considered guilty, even if they didn't know they were lying. This law only applies to public sales of stocks, not private ones.

A more thorough explanation:

Section 11 is a part of the Securities Act that allows people who bought a security in a public offering to sue the issuer, underwriter, or anyone who helped prepare the registration statement if there were any lies or important information left out.

Section 11 says that if someone helped prepare the registration statement for a public offering, they are responsible for any lies or important information left out. This includes the issuer, underwriters, officers and directors of the issuer, and any other expert who helped prepare the registration statement (like accountants or lawyers). They can be sued for securities fraud, even if they didn't know about the lies or omissions.

Section 11 only applies to public offerings, while another rule called Rule 10b-5 applies to both public offerings and private placements.

To sue under Section 11, the person suing must have bought the security in the public offering that had the lies or omissions. They must also show that the person they are suing helped prepare the registration statement. If the person being sued is not the issuer, they may be able to avoid being sued if they can show they did everything they could to make sure the registration statement was accurate.

If the person suing can show they have standing and the person being sued can't avoid being sued, then the person suing only needs to show that the registration statement had a lie or important information left out.

Let's say a company wants to sell stock to the public for the first time. They hire an underwriter to help them prepare the registration statement. The registration statement says the company has $10 million in assets, but it really only has $5 million. A person buys stock in the public offering based on the registration statement. Later, they find out the company only has $5 million in assets. They can sue the company, the underwriter, and anyone else who helped prepare the registration statement under Section 11 for securities fraud.

Secret warranty program | Section 1244 Stock

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HopefullyInLawSchool
16:12
@RoaldDahl: Likely not however it could mean nothing
RoaldDahl
16:15
So if it means nothing does that mean something?
HopefullyInLawSchool
16:17
Possibly
RoaldDahl
16:26
Cool
RoaldDahl
16:26
thank you!!!! i hope it means something
pinkandblue
16:31
fart
IrishDinosaur
16:36
Mich R gang lesgooo
Did anyone else get that random get to know nova email?
HopefullyInLawSchool
17:21
Ya it was sent to all YM applicants
starfishies
17:37
Anyone get the NDLS email inviting you to apply for something even though they haven’t made a decision on your app yet
17:38
Better yet I got the email and I was rejected last month
starfishies
17:38
Wtf
starfishies
17:39
and the deadline is in like a week what is this
any cardozo movement?
BatmanBeyond
18:01
Sent a LOCI via portal, but I'm wondering if email would have gotten me a swifter response
BatmanBeyond
18:02
This whole hold/wait-list/reserve system is a headache
loci already?
BatmanBeyond
18:09
If the odds are like 1-2% I don't think it matters much by the numbers
12:11
I got the same NDLS email
OrangeThing
12:18
I think the user profiles are broken
19:29
Any word out of Notre Dame?
19:29
Only the invitation to apply for LSE
19:29
Anyone received a decision from NDLS?
19:50
when did u guys apply that just heard from umich? they havent even glanced at my app yet
0:30
how am i supposed to spy on people when profile links are broken?
Right. Broken links smh
I've been UR since first/second week of Jan, no updates otherwise, is that a bad sign? At or above median LSAT and above 75th gpa.
The profile links are not working for me. anybody else?
13:18
i’m in the same boat mastermonkey but with lower stats. i hope i hear back by mid march
CheeseIsMyLoveLanguage
13:24
@mastermonkey45: Looking at some of the recent decisions in relation to when they went complete, I'd say it's a good sign. It seems many declines were sent within about 5-6 weeks of completion. Given those were applications that were SENT in January, I'd say that means you're still solidly in the running. :)
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