Civil liability for mis-statements in a prospectus can require companies and specified persons to compensate subscribers. Civil liability arises when a subscriber relying on a prospectus containing misleading statements or omissions sustains loss; the company and specified persons (directors, promoters, those authorising issue, and experts) are liable to pay compensation. Defences include timely withdrawal of consent or public notice of lack of consent, and, for expert statements, proof the representation was correct and that the defendant reasonably believed in the expert's competence and consent. Where the prospectus was issued with intent to defraud, the listed persons are personally responsible without limitation for subscribers' losses.