SECTION 12
OF THE SECURITIES ACT OF 1933
15
U.S.C. § 77l (1988)
Any person who-
(1) offers or sells a security in
violation of section 5, or
(2) offers or sells a security
(whether or not exempted by the provisions of section 3, other than paragraph
(2) of subsection (a) thereof), by the use of any means or instruments of
transportation or communication in interstate commerce or of the mails, by
means of a prospectus or oral communication, which includes an untrue statement
of a material fact or omits to state a material fact necessary in order to make
the statements, in the light of the circumstances under which they were made,
not misleading (the purchaser not knowing of such untruth or omission), and who
shall not sustain the burden of proof that he did not know, and in the exercise
of reasonable care could not have known, of such untruth or omission, shall be
liable to the person purchasing such security from him, who may sue either at
law or in equity in any court of competent jurisdiction, to recover the
consideration paid for such security with interest thereon, less the amount of
any income received thereon, upon the tender of such security, or for damages
if he no longer owns the security.