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56 Notre Dame Law. 755 (1980-1981)
Determining the Responsibilities of Underwriters Distributing Securities within an Integrated Disclosure System

handle is hein.journals/tndl56 and id is 757 raw text is: I. Investment Bankers Determining the Responsibilities of Underwriters Distributing Securities Within an Integrated Disclosure System Edward F Greene* TABLE OF CONTENTS I. Introduction .................................................... 756 II. The Role of Underwriters in the Securities Distribution Process.. 761 III. The Effects of the Securities Act Upon Underwriters' Activities .. 764 A. Legislative Histogy of Section 11 ............................... 767 B. Underwriters' Responsibility in the Courts ........................ 770 1. In re The Richmond Corp.: Reasonable Investigation as a D uty ................................................... 770 2. Escot v. BarChris Construction Corp.: Determining Reasonableness in Light of the Surrounding Circum stances .......................................... 772 3. Feit v. Leasco Data Processing Equipment Corp.: Varying the Degree of Investigation Based Upon the Accessibility of Inform ation ............................................. 775 4. Sanders v. John Nuveen & Co.: The Relationship Between Underwriters' Responsibilities Under Section 12(2) and Section 11 .............................................. 778 IV. Integration of Disclosure Requirements of the Federal Securities Laws and Evolution of the Disclosure Environment .............. 781 V. The Stock Offering Process Under the Integrated Disclosure System ......................................................... 787 A. The Effcts of Integration on the Ofering Process ................. 787 B. The Efects of Increased Competitiveness in the Underwriting of Securities O eings ........................................... 791 VI. Should There Be More Definite Guidance for Underwriters? ..... 794 A. Arguments Against Enunciation of a More Definite Standard of Underwriters' Responsibilities .................................. 794 B. Arguments Favoring Formulation of More Definite Guidance for Underwriters ................................................. 796 C. The Commission-s Proposals to Eliminate Extraneous Considerations * Member of the New York Bar; Director of the Division of Corporation Finance, Securities and Exchange Commission. The Securities and Exchange Commission, as a matter of policy, disclaims respon- sibility for articles by members of its staff. The views expressed herein are those of the author and do not necessarily reflect the views of the Commission or its staff. The author would like to thank Mr. Gregory H. Mathews, an attorney in the Division's Office of Disclosure Policy, for his invaluable assistance in the research and writing of this article.

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