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A Shaky Future for Securities Act Claims Against Mutual Funds


David M. Geffen


Dechert LLP

March 13, 2009

Securities Regulation Law Journal, Vol. 37, p. 20, Spring 2009

Abstract:     
The article considers the liability of mutual fund issuers under Sections 11(a) and 12(a)(2) of the Securities Act of 1933. In a Securities Act Section 11(a) or Section 12(a)(2) action, a plaintiff complains of a materially misleading statement in an issuer's registration statement. The article explains why a mutual fund issuer, by establishing a loss causation defense, should prevail in defending these actions. For a mutual fund, establishing a loss causation defense is straightforward, and a mutual fund can defeat Section 11(a) and Section 12(a)(2) claims at the pleading stage of a lawsuit. In effect, mutual funds and related defendants are largely and, perhaps, wholly insulated from Securities Act Section 11(a) and Section 12(a)(2) claims.

Number of Pages in PDF File: 29

Keywords: Securities Act, 11(a), 12(a)(2), issuer liability, anti-fraud, mutual funds, loss causation

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Date posted: March 14, 2009 ; Last revised: July 12, 2010

Suggested Citation

Geffen, David M., A Shaky Future for Securities Act Claims Against Mutual Funds (March 13, 2009). Securities Regulation Law Journal, Vol. 37, p. 20, Spring 2009. Available at SSRN: http://ssrn.com/abstract=1359304

Contact Information

David M. Geffen (Contact Author)
Dechert LLP ( email )
Boston, MA
United States
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