The purpose of this memorandum is to review certain reporting and disclosure requirements, and certain restrictions that may limit the disposition of securities of the company held by its officers, directors and principal shareholders, which are imposed by the Securities Act of 1933, the Securities and Exchange Act of 1934, and the rules of the Securities and Exchange Commission thereunder. This memorandum is prepared for the management of the company and should be treated as a confidential communication between the company and its counsel.
Texas Limitation on Disposition of Securities Memorandum
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US-TC1015
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FAQ
Generally, to be successful under the Texas Securities Act, a claimant only needs to prove there was a misrepresentation or omission of a material fact in connection with the offer or sale of a security or covered investment contract.
There is a five-year statute of limitation under Texas securities fraud law. This means that after the date the offense is committed, prosecutors have five years within which they must bring charges for the crime, or the defendant cannot be charged with the crime.
Civil and Criminal Penalties People who criminally violate the Investment Advisers Act of 1940 are subject to a $10,000 fine and/or five years in prison. The statute of limitations for an administrator taking action is five years.
Private Offerings. Section 5. I(a) of the Act exempts sales by an issuer made without public solicitation or advertisements so long as the total number of security holders, regardless of where they live, does not exceed 35.
Violations of the Act include such activities as: illegal sales of unregistered securities; sales of securities or the rendering of investment advice by unregistered persons; or fraud committed in connection with the sale of securities.
Section 33. Civil Liability with Respect to Issuance or Sale of a Security. Section 33-1. Civil Liability of Investment Advisers and Investment Adviser Representatives.