Joseph Reece


Although the law in this area is rapidly evolving, a general overview of recent case law seems to indicate that attorneys may be liable even though their participation in the issuance of securities only involved rendering routine services to a corporate client. If an attorney were to have an active part in activities such as business planning or the promotion of securities, their exposure to potential liability would increase dramatically. As a result of this rapid change in the law, there is a degree of uncertainty concerning the potential liabilities attorneys may face when assisting their corporate clients in issuing securities. In an attempt to address some of this uncertainty, this article will analyze the potential liability for attorneys under three provisions of the federal securities laws. Although there are other sections of the 1933 and 1934 Acts under which an attorney may be subjected to liability, because the bulk of the litigation involving the issuance of securities has been brought primarily under three sections, those sections will be the primary focus of this article. These provisions are Sections 11 and 12 of the Securities Act of 1933, and Section 10(b) of the Securities and Exchange Act of 1934.