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Dryler Corporation sold unregistered securities that were required under the 1933 Act to be registered. Howlett-Midland...

Dryler Corporation sold unregistered securities that were required under the 1933 Act to be registered. Howlett-Midland Corporation used an outdated prospectus in the sale of its securities. Discuss the civil liability of the companies for these acts.

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Answer #1


Section 12(a)(1) of the 1933 Act imposes express civil liability for the sale of an unregistered security
that is required to be registered, the sale of a registered security without delivery of a prospectus, the
sale of a security by use of an outdated prospectus, or the offer of a sale before the filing of the regis-
tration statement. Liability is strict or absolute, because there are no defenses. The person who purchases a security sold in violation of this provision has the right to tender it back to the seller and recover the purchase price. If the purchaser no longer owns the security, he may recover monetary damages from the seller.

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