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LSDefine

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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m10
20:35
Ahh any work is good work to admissions usually.
babycat
20:36
yeah I thought she meant like a year before she applied. if you already applied it doesn’t matter all that much
m10
20:36
Personally, I have only helped launch two coins but my friends want to launch a third. Bigegst project is probably disco solaris: https://www.jpg.store/collection/moebiuspioneersdressed
ohh yeah i mean right now cuz im still waiting and i dont like being unemployed but i dont know if theyd be like she works at aerie not a finance firm ew
m10
20:37
And then, the sexy naked ones hehehehe: https://www.jpg.store/collection/moebiuspioneersnakeddiscos
babycat
20:37
@m10: I don’t like that they’re all tied to pictures of people
i also think getting a job faster will help with going crazy over admissions even if its not as "fancy"
m10
20:38
All of what? That's like the only NFT project I worked on that was moderately good @babycat
@m10: thats so cool
JumpySubsequentDolphin
20:41
hi SPLITTY I think you should get a job at aerie for the discount
babycat
20:41
what if I just want to purchase the value without owning a lady with x tape on her boobies?
m10
20:42
Get the ones that are dressed up then!
@JumpySubsequentDolphin: LITERALLY I also just applied to work at garage cuz 50% EMPLOYEE DISCOUNT
m10
20:43
Or legacy collection v1
JumpySubsequentDolphin
20:43
@SplitterusClitterus: GARAGE JEANS FIT ME SO WEIRDLY WHICH SUCKS BC THEYRE SO CUTE
m10
20:43
The cool thing about V2 was it was an infinitely generating collection so they would have never sold out but they ended it early cus of the bear market.
@JumpySubsequentDolphin: NAURRR i need to try them on to see. ive never owned anything from them exceot maybe a tank in middle school?? but ive been a longtime lurker/windowshopper/fan
JumpySubsequentDolphin
20:45
SPLITTY if their jeans fit on my thighs they’re too big on my waist!!! it’s so frustrating
NOOO THEIR WHITE GIRL JEANS actually idk why im surprised
THEYRE**** THAT WAS AUTOCORREXT I SWEAR
babycat
20:46
@m10: infinitely generating means it comes up with new pictures? or new copies of the same pictures?
JumpySubsequentDolphin
20:46
if you’re the slightest bit curvy they are so obnoxious. me and my Abercrombie curve love’s are good together
SHUT UP I LOVE ABERCROMBIE JEANS
m10
20:47
Did y'all see this from ararara last night? https://studicata.com/case-briefs/all/
THOSE FIT SOO GOOD. i desperately need new jeans tho i ahvent gone shopping in millennia so a discount would come in clutch
JumpySubsequentDolphin
20:48
I got these jeans from re/done on a crazy sale and I love them BYT RHEY HAVE FIVE BUTTONS
JumpySubsequentDolphin
20:48
I DIDNT REALIZE WHEJ I BOUGHT THEM BC THEYRE HIDDEN. LIKE INSTEAD OF A ZIPPER THEYREBALL BUTTONS
JumpySubsequentDolphin
20:48
what if I have to pee.
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