This article has examined the concept of reasonableness in securities offering due diligence with a particular focus on directors and underwriters. As is clear from the discussion above, there is no one-size-fits-all approach to determining reasonableness nor is there a safe harbor of specific due diligence practices that will always meet the standard of the prudent man in the management of his own property. This is because "as a standard of conduct, 'reasonableness' is meaningless except in a specific factual context."~(290) While human nature tends to favor "bright lines," given the central relevance of context in due diligence, there are no bright lines in the determination of reasonableness. However, over a span of many decades, the authoritative and informative sources discussed and referenced in this article, among others, have offered indispensable, and sometimes quite specific, guidance regarding processes and practices that are likely to bear on the contextual assessment of reasonableness in due diligence, especially by directors and underwriters. While this guidance is not particularly extensive and in some instances is rather dated, familiarity with it is essential to understanding what kinds of investigations and reliance are likely to be deemed reasonable. By considering this guidance holistically and contextually, directors, underwriters, courts and others can make more informed and appropriate determinations regarding reasonableness in securities offering due diligence.
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