Prospectus misstatements can create criminal liability for those who authorize issuance, subject to immateriality and reasonable belief defences. Criminal liability attaches to persons who authorize the issue of a prospectus that contains statements which are untrue or misleading or whose inclusion or omission is likely to mislead; a defence exists if the person proves the matter was immaterial or that they had and maintained reasonable grounds to believe the statement was true or the inclusion or omission was necessary.