Brief Fact Summary. Plaintiffs, Escott et al., held debentures of Defendant corporation. Plaintiffs brought this action against Defendants, BarChris Const. Corp. and several of its officers and directors, for misstatements and omissions on Defendant’s registration statement.
Synopsis of Rule of Law. Defendant corporate officers will be held liable for false or misleading statements when they materially affect the purpose of the registration statement.
Section 11(b) provides: Notwithstanding the provisions of subsection (a) no person shall be liable as provided therein who shall sustain the burden of proof-- (3) that (B) as regards any part of the registration statement purporting to be made upon his authority as an expert (i) he had, after reasonable investigation, reasonable ground to believe and did believe, at the time such part of the registration statement became effective, that the statements therein were true and that there was no omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading.View Full Point of Law
Issue. The issue is whether any misstatements or omissions were made by Defendant officers in the registration statement that were material under the Securities Exchange Act.
Held. The court reviewed many of the statements contained in the registration statement filed by Defendants. Some of the statements were within normal accounting standards, and some of the figures were only slightly different from what the court calculated. However, other statements were misleading or omitted figures altogether, and the difference was significant enough to be considered material under the Act. The case was remanded to determine which of the officers were responsible for the material omissions or misstatements to determine who should be considered the defendants moving forward.
Discussion. A plaintiff does not have a cause of action by just providing evidence of a misstatement in a registration statement. The misstatements need to be material enough to cause an investor to rely on the statement when they otherwise would not have.