Extract to table

No showing of scienter, negligence, or even awareness of the error is required to establish the issuer's liability

The practical effect is that non-issuer defendants bear a burden of proof similar to, but in some respects more demanding than, ordinary negligence liability: they must affirmatively demonstrate the exercise of reasonable care, rather than requiring the plaintiff to prove the absence of such care

Section 11(e) provides for damages measured as the difference between the amount paid for the security (not exceeding the public offering price) and one of the following: (i) the value of the security at the time of suit; (ii) the price at which the security was disposed of in the market before suit; or (iii) the price at which the security was disposed of in the market after suit but before judgment, provided that the damages shall not exceed the amount of the decrease in market price attributable to the misstatement or omission

the defendant must tender the purchase price in exchange for the return of the security) or damages if the security has been disposed of (i

the defendant must pay the difference between the purchase price and the disposition price)

Courts have consistently recognized that officers who sign a registration statement are presumed to have the most complete knowledge of the company's affairs and, accordingly, must demonstrate that they conducted a thorough and meaningful investigation of the disclosure contained in the Registration Statement