발행인등의 손해배상책임과 상당한 주의의 면책항변

A registered offering under the Securities Exchange Act requires that a registration statement and prospectus be utilized. This aims to enable prospective purchasers to make informed investment decision based upon the disclosure of adequate and truthful information regarding the issuer, its associated persons, and offering. This policy is frustrated when a registration statement and prospectus contain materially false or misleading informations. Section 14 of the Act provides that investors under certain conditions may recover their losses if they purchase securities pursuant to a registration statement and prospectus containing a material misrepresentation or non-disclosure. But a number of defenses are allowed for parties subject to section 14 liability. The defenses available to the defendants are purchaser's knowledge of the misstatement or omission, lack of causation, due diligence and expiration of period of the limitations. The due diligence defense is as follow : a defendant must show that he(or she) exercised due diligence and he didn't know of the untruth or omission. This provisions extend to the secondary market. This article addresses the due diligence defense principally. I make the overview of the due diligence defense, and discuss the due diligence standard. Additionally after analyzing a Supreme Court's case, I will study the due diligence defense in the comparative method. The ultimate resolution reached is that parties subject to the liability is required to show that after reasonable investigation, he or she had reasonable ground to believe, and did believe the registration statement and prospectus to be accurate and perfect.