SECTION 12

Question 1

Section 12 one and two

Answer 1

Section 12a1 -allows purchasers to sue sellers from offering or selling a non-exempt security without registering includes interest or damages (if sold less).

Section 12a2 —imposes imposes liability on any person who offers or sell the security through a prospectus or oral containing a material statement or a omission (can get interest or damages if unaware of I’ve misstatement)

Question 2

Section 12 A defenses

Answer 2

1. Plaintiff cannot win if they were aware of the material misstatement or a mission of the time of the purchase
2. Defendant can defend claim by showing they did not know about the misstatement or omission, and that it with reasonable care could not have known.
3. If damage is suffered by plaintiff was from something other than the defective disclosure, not recoverable.