Civil Liability of Securities Underwriters

Looking at the practices in the USA, the Netherlands and the UK, this book investigates whether imposition of civil liability on securities underwriters can help to deter material misstatements of corporate information by securities issuers in primary markets.
Olia Skripova
European Studies in Law and Economics (EDLE)
book | published | 1st edition
November 2014 | xviii + 256 pp.


ISBN 9781780682631

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Following the Law and Economics tradition, this book looks at the civil liability of securities underwriters imposed in cases of material misstatements of corporate information by securities issuers from the perspective of deterrence. It follows the premise that securities underwriters can be efficient gatekeepers of capital markets as they are able to monitor the correctness and completeness of the issuer’s public statements and thus prevent misstatements of the material information. But what is so special about civil liability as an enforcement tool and how is civil liability used in the real world and does it actually achieve its goals? To answer these questions this book analyses underwriters’ civil liability regimes in the USA, the EU, the Netherlands and the UK.

Table of Contents

Table of Contents (p. 0)

Introduction (p. 1)


Chapter 1. What Do Underwriters Do? (p. 11)

Chapter 2. Underwriter Gatekeeping Function and its Enforcement Mechanisms (p. 35)

Chapter 3. Imposition of Civil Liability for Gatekeeping: Impact on Other Functions of the Underwriter (p. 83)


Chapter 4. The Most Important Elements of a Liability Regime (p. 97)

Chapter 5. Underwriters’ Civil Liability in the USA (p. 115)

Chapter 6. European Legal Framework (p. 149)

Chapter 7. Underwriters’ Civil Liability in the Netherlands (p. 157)

Chapter 8. Underwriters’ Civil Liability in the UK (p. 179)


Chapter 9. Proposal for Improvement of Underwriters’ Civil Liability Regimes in the USA and the Netherlands (p. 195)

Chapter 10. The Curious Case of the UK (p. 223)

Conclusions (p. 235)

Bibliography (p. 243)

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Table of Contents (p. 0)
Bibliography (p. 243)

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