Civil liability for mis-statements in prospectus imposes compensatory obligations on issuers and connected persons. Civil liability attaches to directors, named or prospective directors, promoters and persons who authorised the issue of a prospectus for untrue statements causing subscriber loss. Defences include prior withdrawal of consent, absence of knowledge with prompt public notice, withdrawal after issue but before allotment, and reasonable grounds for believing statements true; experts have tailored defences including written withdrawal and demonstration of competence and belief. Directors and authorised persons must indemnify innocently named individuals, and co liable parties may seek contribution absent fraud.