Illinois § 147.2

§ 147.2.

Civil remedies.) (A) Every sale of a security made in violation of Sections 20, 32 or 147.1 of this Code or the rules and regulations adopted pursuant thereto and every sale of any security for which a prospectus is required to be filed with the Department which is made without a copy of the prospectus as filed having been given to such prospective purchaser prior to payment of all or part of the purchase price shall be voidable at the election of the purchaser. Any person who offers or sells a security by means of a prospectus or oral communication which contains 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 bring a civil action in any circuit court. Upon tender to the seller or into court of the securities sold or, where the securities were not received, of any contract made in respect of such sale, the issuer, controlling person, underwriter, dealer or other person by or on behalf of whom said sale was made, and each underwriter, dealer or salesman who shall have participated or aided in any way in making such sale, and in case such issuer, controlling person, underwriter or dealer is a corporation or unincorporated association or organization, each of its officers and directors (or persons performing similar functions) who shall have participated or aided in making such sale, shall be jointly and severally liable to such purchaser for (1) the full amount paid, together with interest from the date of payment for the securities sold at the legal rate of interest less any income or other amounts received by such purchaser on such securities or for any damages if he no longer owns the security and (2) the reasonable fees of such purchaser's attorney incurred in any action brought for recovery of the amounts recoverable hereunder. (B) Notice of any election provided for in subsection (A) of this Section shall be given by the purchaser, within 6 months after the purchaser shall have knowledge that the sale of the securities to him is voidable, to each person from whom recovery will be sought, by registered letter addressed to the person to be notified at his last known address with proper postage affixed, or by personal service. (C) No purchaser shall have any right or remedy under this Section who shall fail, within 15 days from the date of receipt thereof, to accept an offer to repurchase the securities purchased by him for a price equal to the full amount paid therefor plus interest thereon and less any income thereon as set forth in subsection (A) of this Section or for damages if he no longer owns the security. Every offer of repurchase provided for in this subsection shall be in writing, shall be delivered to the purchaser or sent by registered mail addressed to the purchaser at his last known address, and shall offer to repurchase the securities sold for a price equal to the full amount paid therefor plus interest thereon and less any income thereon as set forth in subsection (A) of this Section. Such offer shall continue in force for 15 days from the date on which it was received by the purchaser, shall advise the purchaser of his rights and the period of time limited for acceptance thereof, and shall contain such further information, if any, as the Director may prescribe. Any agreement not to accept or refusing or waiving any such offer made during or prior to said 15 days shall be void. (D) No action shall be brought for relief under this Section or upon or because of any of the matters for which relief is granted by this Section after 3 years from the date of sale. (E) The term purchaser as used in this Section shall include the personal representative or representatives of the purchaser. (F) The term security does not include any insurance or endowment policy or annuity contract under which an insurance company promises to pay money either in a lump sum or periodically for life or for some other specified period. (G) The rights and remedies provided by this Act are in addition to any other rights or remedies that may exist. This Section shall not apply to insurance stock sales made prior to the effective date of this Act. (Source: P.A. 81-1509.)