§ 4008.054 — NONSELLING ISSUER LIABILITY.

Texas § 4008.054

• Jurisdiction: Texas
• Code GV: Government Code

Text

Sec. 4008.054. NONSELLING ISSUER LIABILITY. (a) This section applies only to an issuer that registers under Subchapter A, B, or C, Chapter 4003 , or under Section 6, Securities Act of 1933 (15 U.S.C. Section 77f), the issuer's outstanding securities for offer and sale by or for the owner of the securities.
(b) Except as provided by Subsection (d), the issuer is liable to a person buying the registered security if the prospectus required in connection with the registration contains, as of its effective date, an untrue statement of a material fact or an omission to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading.
(c) The buyer of the registered security may sue for:
(1) rescission; or
(2) damages if the buyer no longer owns the security.
(d) The issuer is not liable under Subsection (b) if the issuer sustains the burden of proof that the buyer knew of the untruth or omission.

Legislative History

Added by Acts 2019, 86th Leg., R.S., Ch. 491 (H.B. 4171 ), Sec. 1.01, eff. January 1, 2022.