3 AAC 08.540 - Rescission of improvident sales
(a) The improvident
closing of a sale of securities in violation of a provision of
3
AAC 08.500 -
3
AAC 08.505 does not by itself invalidate the
registration of the securities if the registrant
(1) seeks an appropriate amendment to the
registration with the administrator, provides full details of the transaction,
demonstrates that the registrant and the person acting on behalf of the
registrant who sold the security acted in good faith, demonstrates that the
sale was made without an intent to violate the provisions of this section, and
receives an amended order authorizing the proposed transaction;
(2) cancels the sale or provides rescission
to the purchaser involved within a reasonable time after discovery;
or
(3) either
(A) cancels the sale or provides rescission
before release of proceeds held in escrow under
AS
45.55.110 and
3
AAC 08.180 -
3
AAC 08.186; or
(B) has the financial capacity to pay and
offers to or does provide the rescission payment out of separate funds, if the
payment does not create additional risks or obligations to the remaining
purchasers or the project for which the money was raised.
(b) Regardless of whether a
registrant cancels a sale or provides rescission under this section to a
purchaser who is counted as a purchaser in a "calculation of number of
purchasers" under 17 C.F.R.
230.501, the registrant may not omit that
purchaser from the "calculation of number of purchasers" for purposes of
meeting the requirements of
3
AAC 08.505(a) (2).
(c) A rescission payment or payment date may
not be made subject to resale of the interest to be cancelled.
(d) This section applies to the registrant
and any other person who is responsible for the sale of security and subject to
the requirements of AS 45.55 and this chapter.
(e) A rescission payment under this section
must be made without condition, and the person offering the rescission must
have the financial capacity to pay.
(f) If the rescission creates additional
risks or obligations for the remaining purchasers who do not accept rescission
under (a) of this section, those risks and obligations must be
disclosed.
(g) This section does
not relieve a person from compliance with other federal or state law.
Notes
Authority:AS 45.55.110
AS 45.55.950
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