Under Section 11 of the 1933 Act, the issuer of securities with a defective or
misleading registration statement:
A. cannot escape liability to any buyer of the securities for damages caused by the
defective registration statement.
B. can escape liability if the issuer is a director who hasn’t signed on the registration
statement.
C. can escape liability only if the buyer proves that serious damage resulted from his
reliance on the misstatements in the registration document.
D. can escape liability if the issuer proves that the buyer of the securities did not read
the registration statement.
Answer:
Susan borrows $1,000 from Jack and gives him a promissory note for $1,000 at 9
percent annual interest payable in 90 days. Jack indorses the note “Pay to the order of
Robin” and negotiates the note to Robin. At the end of 90 days, Robin takes the note to
Susan. Under these circumstances:
A. if Susan dishonors the note Robin can hold Jack secondarily liable without giving
him notice of the dishonor.
B. if Susan dishonors the note, Robin cannot sue Susan on the basis of her maker’s
obligation.
C. if Susan dishonors the note, Robin cannot hold Jack secondarily secondarily liable
on his indorsement.
D. if Susan pays Robin the $1,000 and accrued interest, she can have Robin mark it
“paid” and give it back to her.