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Simple English definitions for legal terms

Section 11

Read a random definition: nuptiae secundae

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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yeah there are so many good cuisines in ithaca
renard99
22:31
@lilypadfrog: that’s a pity I’da be liking them all
texaslawhopefully
22:31
Only food I’m going to miss for sure if I leave Texas is texmex
22:31
waspy hasnt had thai food in ithaca yet. ithaca thai is so good
^^^^ truuuuuu
22:32
there are two major thai places and they have very similar names bc a divorced husband and wife own them lol
22:32
personally i think taste of thai is better than taste of thai express but thats just me
i had pho tho and it was really good and huge portions
texaslawhopefully
22:32
Glad they have good Thai food, I love Thai food! Can’t wait to visit :)
22:33
when tex goes to ithaca i want to come
Dkk
22:34
Crying Tiger, best Thai dish.
damn im so hungry all i had today was a curry tonkatsu and buldak
and it was a lil baby noodle cup
vvv hungry
22:36
curry tonkatsu so yummeh
22:36
whats even open rn? pizza?
CTB is it i think
22:37
is collegetown pizza not open
22:37
i used to get a slice from there or wings over at like 1am after my shift at the restaurant
Dkk
22:48
Ross Ulbricht free. God Bless Trump. Huge win.
JeremyFragrance
22:54
agreed
texaslawhopefully
22:55
This is an interesting read: https://thedispatch.com/article/birthright-citizenship-trump-implications/
Dkk
23:01
I mean, idk how it's possible to end birth right citizenship without amending the constitution because to me the 14th amendment is pretty clear about it.
ross ulbricht tried to hire a hitman to kill 5 people
i am not that sympathetic to him
Dkk
23:04
@KnowledgeableRitzyWasp: That might have been an FBI agent. It was most likely him and he was most likely doing it to retrieve stolen funds that corrupt FBI agents stole, but yeah moral gray area but me personally, cool with hitmen. It's not like it is uncommon to hire hitmen. I don't think the action itself is necessarily wrong but the intent behind it can be.
Dkk
23:05
Like, Boeing whistblowers being killed by hitmen = wrong but a guy hiring hitmen to retrieve stolen funds = good to me.
texaslawhopefully
23:05
@Dkk: Yeah, for sure. My guess is it'll go to SCOTUS and it'll be 8-1 or 7-2, saying that EO was unconstitutional.
Dkk
23:06
Indeed. I need a count for how many exectuive orders he has signed and how many already have pending lawsuits.
i've been away for a while what were the most recent waves? any this week?
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