Published: Aug 29, 2020

Updated: Dec 8, 2023

Lessons on Security Disclosure: Hutchinson v. Deutsche Bank

[1] Hutchinson v. Deutsche Bank Sec., Inc., 647 F.3d 479 (2d Cir. 2011) (this article focuses on the court’s decision regarding the company’s registration statement and section 11 of the Securities Act of 1993. However, the court’s opinion also addresses whether the company made false or misleading statements in its prospectus and addresses sections 12(b) and 15 of the Securities Act of 1993). [2] Id. at 481. [3] Id. [4] Id. [5] Id. [6] Hutchinson, 647 F.3d at 481 (“[I]nvestments in mezzanine loans take the form of subordinated loans secured by second mortgages on the underlying property or loans secured by a pledge of the ownership interests in the entity that directly or indirectly owns the property”). [7] Id. [8] Id. at 482. [9] Id. at 483. [10] Id. at 482. [11] Hutchinson, 647 F.3d at 482. [12] Id. at 483. [13] Id. [14] Id. [15] Id. at 479. [16] “Material fact” in this context generally means facts or conditions which would be crucial to the outcome of the investment decision, see Hutchinson, infra note 21. [17] Hutchinson, 647 F.3d at 484. [18] Id. [19] Id. [20] Id. at 485. [21] Id. [22] Hutchinson, 647 F.3d at 485. [23] Id. at 486. [24] Id. at 487. [25] Id. [26] Id. at 488 (citing Litwin v. Blackstone Grp., L.P., 634 F.3d 706, 720 (2d Cir. 2011)). [27] Hutchinson, 647 F.3d at 488. [28] Id. [29] Id. [30] Id. [31] Id. at 489-90. [32] Hutchinson, 647 F.3d at 490. [33] Id. at 489. [34] Id. [35] Id. at 490.


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