What is the purpose of issuer continuing disclosure, and who fulfills it?

• A. To publish a one-time summary of the offering; issuers and underwriters are jointly responsible.
• B. To provide ongoing information about the issuer's financial condition; issuers are primarily responsible, with underwriters and advisors facilitating.
• C. To disclose only material events after five years; issuers are not required to disclose.
• D. To report tax liens only; the auditor is responsible.

Answer: (B)

Continuing disclosure is about keeping the market informed after the initial offering with ongoing information on the issuer’s financial condition and significant events. It isn’t a one-time summary; investors rely on these ongoing updates to evaluate credit risk and monitor the issuer over time. The issuer has the primary duty to provide this information, typically through annual financial statements and timely notices of material events. Underwriters and other advisors play a facilitating role, helping coordinate, assemble, and file the information so disclosures are timely and complete. The other options miss the ongoing nature, the time frame, or the scope of what must be disclosed, so they don’t fit the real purpose and responsibilities.