Prospectus liability: Do the disclaimers/legends work?

Banking, Finance and Securities

When a company seeks to raise capital through the offer of securities to the public, or seeks an admission to trade securities, a prospectus or listing particulars will be issued, detailing in-depth financial information about the company and its future objectives and strategies. Depending on the jurisdiction, liability for misstatements in such offering documents can fall on any number of entities, including the issuing company and its directors and officers. This liability can be administrative, civil or criminal. The diversity of different regimes, particularly on cross border transactions, makes it difficult for market participants to assess their respective risks and rights in relation to prospectus liability. These liabilities, which potentially represent the greatest risk exposure that the directors (and the company) may incur in the corporate life of the company, are typically mitigated through risk factors and disclaimers and can be insured. The panel will address the risks incurred and the mitigations that are generally available in various jurisdictions.


  • William Scott, Stikeman Elliott LLP


  • Barry Brown, Chapman Tripp
  • Cindy Moxley, Aon New Zealand
  • Kenneth Stuart, Becker Glynn
  • Huen Wong, Fried, Frank, Harris, Shriver & Jacobson
  • Wai Ming Yap, Morgan Lewis Stamford


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