Important Sections of Securities Act of 1933

There are some important sections of Securities Act of 1933, which often be cited in opinions and orders of securities fraud cases.

Section 12(a) (2)
Section 12(a) (2) of Securities Act of 1933, previously known as Section 12(2), allows a purchaser of a security to bring a private action against a seller that “offers or sells a security…by means of a prospectus or oral communication, which contains an untrue statement of material fact or omits to state a material fact necessary in order to make the statements … not misleading.”

Section 13
Section 13 of Securities Act of 1933 sets forth the statute of limitations for Securities Act claims:
No action shall be maintained to enforce any liability created under Section 77k [Section 11] or 77l (a)(2) [Section 12(a)(2)] of this title unless brought within one year after the discovery of the untrue statement or the omission, or after such discovery should have been made by the exercise of reasonable diligence .. In no event shall any action be brought to enforce a liability created under Section 77k or 77l (a)(2) of this title more than three years after the security was bona fide offered to the public, or under Section 77l (a)(2) of this title more than three years after the sale.

Section 15
Section 15 of Securities Act of 1933 provides that “Every person who … controls any person liable under Section 11 or 12 shall also be liable jointly and severally with and to the same extent as the controlled person … unless the controlling person had no knowledge of … the existence of the facts by reason of which the liability of the controlled person is alleged to exist.”