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Simple English definitions for legal terms

Section 11

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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.

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CynicalOops
17:14
Presents
CynicalOops
17:14
Im just gonna get everyone tickets so thats why i said that
jackfrost11770
17:14
people are so stupid on the internet its crazy
CynicalOops
17:15
T5 soft
windyMagician
17:18
that and the post asking for low gpa success stories along with every other identifying detail
i should be a vtuber so i can finally realize my dream of becoming an anime girl
17:23
@CynicalOops: tickets to what?
CynicalOops
17:26
I got my brother tickets to a golf tournament and im going to get my mom ski lift tickets because she just moved near a ski resort
Dkk
18:08
Nice, I am on bad terms with my siblings so i am getting them nothing and they should get me nothing too and I am getting my mom a gift.
18:16
I just noticed that UMich has the majority of their acceptances really early on. Does anyone know what happens to mid-November applicants? Are we just cooked?
TGM
18:23
How long can I delay sending my fall grades if they hurt my GPA? I’m still waiting on decisions and ideally I’m hoping they decide BEFORE seeing my new grades
TGM
18:27
dropped my GPA below median for a couple of schools I’m applying to, when I was above median before
Dkk
18:32
@TGM: Not long enough to get another transcript to recover.
Dkk
18:33
Honestly you could just wait until someone actually asks for your fall grades. Who knows.
Dkk
18:34
@wigwav: It looks like if below medians it will not help but If applying in November it seems you are still middle of the cycle.
18:34
@wigwav: nah
TGM
18:34
like am I expected to send it unprompted or can I wait until a school requested it
Dkk
18:35
@TGM: Expected to send it unprompted but you can wait and see.
18:36
Is your LSAT also below median?
TGM
18:37
It’s above median, but I’m applying T6 with unimpressive softs, so even with a good LSAT it’s tough
texaslawhopefully
18:38
Yeah, then I would just wait as long as you can to send it
texaslawhopefully
18:38
For like HLS at least, if you wait till J6 then you may already have a decision
TGM
18:39
@texaslawhopefully: alas, haven’t even gotten an interview (applied around thanksgiving)
18:39
Yeah I would delay as long as you have plausible deniability
TGM
18:40
I actually do have a transcript issue that registrar needs to resolve, should I say that
TGM
18:41
(Course marked as Incomplete that’s supposed to be removed)
TGM
18:41
not sure if I should email them to say that, or just hold off on sending it and not give an excuse
18:41
I think I just wouldn’t reach out and if they ask for them then say that
Dkk
18:41
@tgm Yeah sounds good, say that if they ask
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