In 2005, The Freeman Group purchased preferred shares offered by The Royal Bank of Scotland (RBS) in

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In 2005, The Freeman Group purchased preferred shares offered by The Royal Bank of Scotland (RBS) in an offering registered under the Securities Act of the 1933. In the prospectus by which the securities were offered, RBS disclosed that it had accumulated a significant concentration of subprime assets that is, financial assets secured by subprime mortgages. The prospectus also disclosed that RBS was exposed to tens of billions of British pounds worth of securitized assets, including certain securitizations of residential mortgages, and identified whether the risks and rewards associated with these assets were completely held, partially held, or had been transferred by RBS. The offering documents further described those assets, explained how RBS had calculated their value, disclosed the dangers it foresaw, and provided an account of how those dangers could affect the assets’ value. These statements did not disclose the percentage of the relevant securitizations that included subprime mortgages. The prospectus stated that RBS had a strong credit quality, had few problem loans, and its risks remained stable. When the subprime crisis hit banks, including RBS, in 2008 and 2009, the preferred shares lost 80 percent of their value. Freeman sued RBS under sections 12(a)(2) and 11 of the 1933 Act, claiming that RBS failed to disclose a material fact that is, the full extent of RBS’s exposure to subprime mortgage risks. Was Freeman successful?

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Business Law The Ethical Global and E-Commerce Environment

ISBN: 978-1259917110

17th edition

Authors: Arlen Langvardt, A. James Barnes, Jamie Darin Prenkert, Martin A. McCrory

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