Securities offering litigation often focuses on issuer, underwriter, officer, director and/or professional service firm conduct regarding disclosures made in the offering documents, including ones that may be incorporated by reference in the context of a shelf takedown. Common issues include:
- reasonableness of the due diligence investigation
- reasonableness of reliance on experts and non-experts
- reasonableness of internal and/or external verification activities
- current due diligence, cumulative due diligence and the “reservoir of knowledge”
- professional services and subject matter expert due diligence, reliance and verification
- consistency of offering document disclosures and/or contract terms with due diligence findings and
- red flags
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