This section contains the nature of the case and procedural background.

Section 5 bars any offers to sell and sales of a security until a registration statement has been filed and become effective. A prospectus must be supplied with any written offers to sell registered securities. Section 11 imposes liability on the issuer for any material omissions in a registration statement. Public offerings generally occur through underwriters and those underwriters and investment bankers are faced with conflicts of interest. To that end, the SEC held hearings on the role of underwriters in public offerings.

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