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Series 63: Regulation of Securities & Issuers
Series 63 practice questionhardProspectus Misrepresentation

An issuer's prospectus omits negative trends in its business that are known to management. An investor buys the securities and sues upon learning of the omission. Under the USA, the investor may:

  1. ARecover damages or the purchase price plus interest, less any income received✓ Correct answer
  2. BOnly recover damages if the issuer acted with intent
  3. CNot recover if the investor did not ask for the information
  4. DOnly recover if the negative trends led to bankruptcy
Explanation

Why ARecover damages or the purchase price plus interest, less any income received

Section 410 of the USA provides a private right of action for material omissions, regardless of intent. The investor may recover the purchase price plus interest, less income. (B), (C), and (D) improperly limit investor remedies.

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