Securities Regulation
Intermediate
Due Diligence Defense
A defense available to specified participants in securities offerings when they can show a legally sufficient investigation and reasonable belief regarding the accuracy of offering disclosures.
Why It Matters
The defense turns underwriters, directors, experts, and other participants into information verifiers, linking offering liability to gatekeeper incentives and disclosure quality.
Selected Literature
A short list of directly relevant archive entries.
1995
Advanced
Mandatory Disclosure as a Solution to Agency Problems
Paul G. Mahoney
University of Chicago Law Review
1999
Advanced
The Scope of Private Securities Litigation: In Search of Liability Standards for Secondary Defendants
Jill E. Fisch
Columbia Law Review
2003
Advanced
How to Fix Wall Street: A Voucher Financing Proposal for Securities Intermediaries
Stephen J. Choi and Jill E. Fisch
Yale Law Journal
2017
Advanced
Related Cases
1976
Securities Regulation
Ernst & Ernst v. Hochfelder
425 U.S. 185 (1976)
Scienter requirement for private damages actions under Section 10(b) and Rule 10b-5.
1994
Securities Regulation
Central Bank of Denver v. First Interstate Bank of Denver
511 U.S. 164 (1994)
Private aiding-and-abetting liability under Section 10(b) of the Securities Exchange Act.
2011
Securities Regulation
Janus Capital Group, Inc. v. First Derivative Traders
564 U.S. 135 (2011)
Who makes a statement for purposes of private Rule 10b-5 liability.
2015
Securities Regulation
Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund
575 U.S. 175 (2015)
When statements of opinion in a registration statement may be actionable under Securities Act Section 11.