Id. Instead, Rule 430B(f) makes clear that the effective dates apply “for purposes of liability under section 11 of the Act,” 17 C.F.R. § 230.430B(f)(2), and that the Rule “will not create a new effective date for directors or signing officers of the issuer.” SEC Rel.

Defendants also cite a circuit court brief filed by the SEC and quoted by Justice Powell,57 which called for the standards to differ “in certain defined situations” where a registration statement is not required, id.—but FHFA’s Section 11 and 12 claims both turn on misrepresentations incorporated by reference into registration statements, see 17 C.F.R. § 230.430B(f)(1). Tellingly, Defendants do not explain why the standards would be different given the facts of this case—specifically, they do not identify any aspects of Nomura Securities’ or RBSSI’s diligence that might constitute “reasonable care” but not a “reasonable investigation.”

17 C.F.R. § 229.512(b); see also 17 C.F.R. § 230.430B(i) (requiring issuers to adhere to 17 C.F.R. § 229.512(b)).

Under the plain language of the Securities Act, “[a] registration statement shall be deemed effective only as to the securities specified therein as proposed to be offered,” 15 U.S.C. § 77f(a), and a shelf registration statement is not a “final prospectus.” See 17 C.F.R. § 230.430B(f)(2) (emphasis added); see also 15 U.S.C. § 77b(a)(8) (defining “registration statement” to include any prospectus, prospectus supplement, or other document “filed as part of such statement or incorporated therein by reference”). Indeed, “for the purpose of determining any liability under the [1933] Act, each . . . post-effective amendment [to a shelf registration statement, such as a prospectus supplement] shall be deemed to be a new registration statement Case 1:09-cv-06351-RJS Document 112 Filed 07/14/10 Page 17 of 33 11 relating to the securities offered therein.”

25 (emphasis added). Case 1:11-cv-06198-DLC Document 769 Filed 07/08/14 Page 54 of 76 47 Here, the Prospectus Supplements became effective on “the date each prospectus supplement was filed,” FHFA v. UBS Americas, Inc., 2012 WL 2400263, at *5 (S.D.N.Y. June 26, 2012), and the Prospectus Supplements form part of the registration statements for purposes of Section 11, FHFA v. HSBC N. Am. Holdings Inc., --- F. Supp. 2d ----, 2013 WL 6480445, at *3 (S.D.N.Y. Dec. 10, 2013) (citing 17 C.F.R. § 230.430B(f)(1)). Therefore, Goldman was required to conduct a reasonable investigation as to the accuracy and completeness of the statements in the Prospectus Supplements up until they became effective.

. Case 1:11-cv-06202-DLC Document 671 Filed 02/24/14 Page 45 of 81 39 The Prospectus Supplements became effective on “the date each prospectus supplement was filed,” FHFA v. UBS Americas, Inc., 2012 WL 2400263, at *5 (S.D.N.Y. June 26, 2012), and the Prospectus Supplements form part of the registration statements for purposes of Section 11, FHFA v. HSBC N. Am. Holdings Inc., --- F. Supp. 2d ----, 2013 WL 6480445, at *3 (S.D.N.Y. Dec. 10, 2013) (citing 17 C.F.R. § 230.430B(f)(1)). Thus, MLPFS was required to conduct diligence on the statements in the Prospectus Supplements up until they were filed.

For purposes of the whether there was a material misstatement or omission for claims against an auditor relating to a shelf registration, the “effective date” is the date of the auditor’s consent. See SEC Rule 430B, 17 C.F.R. § 230.430B(f)(5). 10 By way of example, for AIG’s A-1 note offering on March 15, 2007, AIG’s 2007 Form 10-K covered the second through fourth quarters of 2007, and AIG’s First Quarter 2008 Form 10-Q covered the first quarter of 2008 (through March 31, 2008, more than one year following the “effective date”).

Specifically, SEC rules provide that a prospectus supplement, including the documents incorporated by reference therein, is deemed to be part of the registration statement and that, in circumstances like these, the date of first use of that prospectus supplement constitutes the applicable effective date for purposes of liability under Section 11. See 17 C.F.R. § 230.430B(f)(2) (2011). Here, the relevant effective date is May 23, 2008, which was both the issue date and the date of filing of the Prospectus Supplement, and the adequacy of disclosures set forth in the Registration Statement, including the Prospectus Supplement and the documents incorporated by reference therein, must be assessed as of that date, and not any prior date.

Plaintiff concedes that the shelf registration statement here is merely “a basic prospectus and three forms of prospectus supplements” (SAC ¶ 59) that need not contain complete information regarding the securities to be offered and is, therefore, not a “final prospectus” under the 1933 Act. See 17 C.F.R. § 230.430B; Securities Offering Reform, Securities Act Release No. 33-8591, 70 Fed. Reg. 44,722 at 194-99 (July 19, 2005).

11 The shelf registration statement is functionally a “base prospectus” that need not contain complete information regarding the terms of the securities to be offered and is, therefore, not a “final prospectus” under the 1933 Act. See 17 C.F.R. § 230.430B; Securities Offering Reform, Securities Act Release No. 33-8591, 70 Fed. Reg. 44,722 , at 194-99 (July 19, 2005).