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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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KnowledgeableRitzyWasp
22:34
kfc or popeyes
KnowledgeableRitzyWasp
22:34
or korean with gochujang
KnowledgeableRitzyWasp
22:35
i might order some gochujang sauce on amazon and cook some air fried chicken breast filets, they’re really good
KnowledgeableRitzyWasp
22:35
just letting you guys know :)
0:14
Where I can find the definition of the false-endowment?
11:14
@Mohammed: False-endowment?
12:05
guys, im making a public speaking with the topic of personal choice in nuisance. Can you give me what to talk about
babybunny
12:47
what does this mean? you get to pick a topic but it has to be about nuisances?
13:16
Yeah I also don’t know what this means ngl
Obtainingdreams
14:58
Do you think you can use being on the Harvard Wl to ask for more money? Like say you'll withdraw if they give you more?
16:14
@Obtainingdreams: Unlikely
16:19
If 1 in 10 Harvard waitlistees in their class of 2027 get into HLS (average A % off the HLS waitlist), the school is better served by offering that student more $ than offering the other 9 in 10 more $ than they have to and the one that gets into HLS less than they need to
what do you guys think about the HLS WL? DO you think they're gonna give out a decent amount of A's still?
17:15
no
[] ararara
17:38
Thanks JB 🦸‍♀️! For everybody out there stressing law school decisions, hang in there!
What do people think about ND
18:42
@NaughtyTeenyWeenyPebble: Looking at last cycle's stats, 16 people logged the date of their HLS waitlist offer and 6 of those were made by 5/19 (the other 10 came later). It's a small sample, and every cycle is different, but it's entirely possible more WL offers are coming
babybunny
18:52
ban me again, for old times’ sake? 😘
I deposited at Columbia but I just want to know if I should start looking for apartments or if I'm going to get an offer from harvard. so stressful
KnowledgeableRitzyWasp
20:02
you kind of have to be ready to drop everything for harvard while going forward with apartments for columbia
20:50
Is it worth writing a second LOCI for HLS?
KnowledgeableRitzyWasp
21:06
you want to write an loci about once a month
[] abbas24
22:33
best tips for studying for Lsat and Applications going into senior year? feel like im so behind but know thats just my mind
[] abbas24
22:34
also tips while having a lower than outstanding gpa? My records show great progression though
22:47
1. Spend the time on the LSAT early, if you can hit your target score this summer it will free up lots of time for essays etc. later when things are busy
22:50
2. Depending on the schools you're looking at, being at/above LSAT median can be enough. The higher you can get your GPA, the better, but half the class is going to be at/below each median - that's how medians work
22:52
If you're above a median (particularly LSAT median) and the other stat isn't way below, numbers alone won't keep you out. Past that point, softs/essays/recs are what gets you in.
22:54
YMMV, it will matter what "lower than outstanding" means (3.7? 3.3?)
22:59
And what schools you're thinking of
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