United States

Abstract This chapter reviews the US regulatory regime governing prospectus liability for securities offerings. Prospectus liability in the United States generally arises in the context of issuers offering and selling securities to the public through a registration statement filed with the US Securities and Exchange Commission. Liability arises in cases brought by private plaintiffs and the government. US liability provisions often overlap, and liability under one provision usually does not preclude liability under another. The general philosophy underlying US prospectus liability is full disclosure. The chapter discusses many aspects of prospectus liability including the legal basis for liability, the scope of application of the liability provisions, the potential plaintiffs and defendants in a lawsuit, available remedies, and fault under the statutory provisions. The chapter also addresses causation, damages, disclaimers of liability, statues of limitations, class actions and collective redress, and conflict of laws.