Ariz. Rev. Stat. § 44-1998

Offers and sales; liability

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A. In any case relating to securities offered or sold within or from this state, any person who offers or sells a security by means of a prospectus or oral communication that includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading is liable to the purchaser of the security from that person, as long as the purchaser did not know of the untruth or omission, as provided by this section. The purchaser may bring an action in any court or administrative forum of competent jurisdiction to recover the consideration paid for the security with interest, minus the amount of any income received from the security, on the tender of the security, or for damages if the purchaser no longer owns the security. The person has the burden of proof that the person did not know and in the exercise of reasonable care could not have known of the untruth or omission. If the person meets the burden of proof, the person is not liable. This subsection applies notwithstanding any exemption under section 77c of the securities act of 1933 (15 United States Code sections 77a through 77bbbb), except for an exemption under subsection A, paragraph 2 of that section, and notwithstanding any exemption under article 4 or 7 of this chapter, except for section 44-1843, subsection A, paragraph 1.

B. In an action under subsection A of this section, if the person who offered or sold the security proves that any portion or all of the amount recoverable under subsection A of this section represents an amount other than the depreciation in value of the subject security resulting from the asserted untruth or omission the portion or amount is not recoverable.

Notes of Decisions
Cited in 5 cases, 2006–2014 · leading case: Allstate Life Insurance v. Robert W. Baird & Co.
Allstate Life Insurance v. Robert W. Baird & Co. (2010) azd · cites it 7× “Section 1998 imposes liability upon “any person who offers or sells a security by means of a prospectus or oral communication that includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements, in light of the…”
Grand v. Nacchio (2006) arizctapp · cites it 2× “Moreover, § 44-2082(E) explicitly excludes § 44-1991(B) and, therefore, its subsection (A)(2) from its scope; had the legislature intended to exclude subsections (A)(1) and (3) as well, it would have done so, *26 either in § 44-2082(E) or in § 44-1991.”
Caruthers v. Underhill (2014) arizctapp · cites it 2× “See AR.S. §§ 44-1998(A) (general good-faith defense), 44-1999 (good-faith defense for control-persons), 44-2000 (compliance with Act cannot be waived), 44-2001(B) (good-faith defense for fraudulent sellers), *11 44-2002(B) (good-faith defense for fraudulent purchasers),…”
In Re National Century Financial Enterprises, Inc., Investment Litigation (2007) ohsd “The Arizona Noteholders concede that one provision regulating the offerings of securities, Ariz.Rev.Stat. Ann. § 44-1998(A), is restricted to untrue statements “by means of a prospectus,” and a court has held that § 44-1998(A) does not apply to private placements.”
GRAND v. NACCHIO McMASTER And QWEST COMMUNICATIONS (2006) arizctapp · cites it 2× “Moreover, § 44-2082(E) explicitly excludes § 44-1991(B) and, therefore, its subsection (A)(2) from its scope; had the legislature intended to exclude subsections (A)(1) and (3) as well, it would have done so, either in § 44-2082(E) or in § 44-1991.”
— Ariz. Rev. Stat. § 44-1998(A) — 3 cases
Allstate Life Insurance v. Robert W. Baird & Co. (2010) azd “Section 1998 imposes liability upon “any person who offers or sells a security by means of a prospectus or oral communication that includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements, in light of the…”
Caruthers v. Underhill (2014) arizctapp “See AR.S. §§ 44-1998(A) (general good-faith defense), 44-1999 (good-faith defense for control-persons), 44-2000 (compliance with Act cannot be waived), 44-2001(B) (good-faith defense for fraudulent sellers), *11 44-2002(B) (good-faith defense for fraudulent purchasers),…”
In Re National Century Financial Enterprises, Inc., Investment Litigation (2007) ohsd “The Arizona Noteholders concede that one provision regulating the offerings of securities, Ariz.Rev.Stat. Ann. § 44-1998(A), is restricted to untrue statements “by means of a prospectus,” and a court has held that § 44-1998(A) does not apply to private placements.”
— Ariz. Rev. Stat. § 44-1998(B) — 2 cases
Grand v. Nacchio (2006) arizctapp “Moreover, § 44-2082(E) explicitly excludes § 44-1991(B) and, therefore, its subsection (A)(2) from its scope; had the legislature intended to exclude subsections (A)(1) and (3) as well, it would have done so, *26 either in § 44-2082(E) or in § 44-1991.”
GRAND v. NACCHIO McMASTER And QWEST COMMUNICATIONS (2006) arizctapp “Moreover, § 44-2082(E) explicitly excludes § 44-1991(B) and, therefore, its subsection (A)(2) from its scope; had the legislature intended to exclude subsections (A)(1) and (3) as well, it would have done so, either in § 44-2082(E) or in § 44-1991.”
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