Duke Distribution, Inc. recently had a public offering of itsshares.Thecompany'sattorneys,itsCPAs,andtheunderwriter's attorneys worked diligently to meet a tight deadline that management had imposed.Unfortunately,initshastetomeetthedeadline,Duke'steamfailedtoincludeseveralitemsintheregis-tration statement. The prospectus failed to mention that whileDuke'sinventory-to-salesratiohadbeenconstantoverthepastfewyears,mostcompetitors'ratioshaddeclined significantly over the same period. It also failed tomentionthatthecompanyleaseswarehousesfromapartnership consisting of three of its directors. The leases requirerentthatisabout8%higherthanthemarketrate for equivalent facilities. After the IPO, the company engaged in additional transactions with insiders.Nowtheeconomyhassoftenedandcompetitionhasincreased. The price of Duke stock has fallen from $15 to $10. Is there a cause of action? Against whom? What are the defenses?