Ohio § 1707.41

§ 1707.41.

(A) In addition to the other liabilities imposed by law, any person that, by a written

or printed circular, prospectus, or advertisement, offers any security for sale, or

receives the profits accruing from such sale, is liable, to any person that purchased

the security relying on the circular, prospectus, or advertisement, for the loss or

damage sustained by the relying person by reason of the falsity of any material statement

contained therein or for the omission of material facts, unless the offeror or person

that receives the profits establishes that the offeror or person had no knowledge

of the publication prior to the transaction complained of, or had just and reasonable

grounds to believe the statement to be true or the omitted facts to be not material. (B)(1) Whenever a corporation is liable as described in division (A) of this section, each

director of the corporation is likewise liable unless the director shows that the

director had no knowledge of the publication complained of, or had just and reasonable

grounds to believe the statement therein to be true or the omission of facts to be

not material. (2) Any director, upon the payment by the director of a judgment so obtained against

the director, shall be subrograted [ sic ] to the rights of the plaintiff against the corporation, and shall have the right

of contribution for the payment of the judgment against the director's fellow directors

as would be individually liable under this section. (C) For purposes of this section, lack of reasonable diligence in ascertaining the fact

of a publication or the falsity of any statement contained in it or of the omission

of a material fact shall be deemed knowledge of the publication and of the falsity

of any untrue statement in it or of the omission of material facts. (D) No action brought against any director, based upon the liability imposed by this

section, shall be brought unless it is brought within two years after the plaintiff

knew, or had reason to know, of the facts by reason of which the actions of the person

or the director were unlawful, or within five years after the purchase of the securities,

whichever is the shorter period, or, in the case of an action to enforce a right of

contribution under this section, the action is brought within two years after the

payment of the judgment for which contribution is sought.