Or. Admin. Code § 441-065-0160 - Rescission of Improvident Sales Including Oversales

(1) The improvident closing of a sale of securities in violation of any of the provisions of OAR 441-065-0060 through 441-065-0225 will not by itself result in a violation of ORS 59.055, provided that the conditions of subsections (a), (b), and either (c) or (d) of this rule are satisfied:

(a) The issuer provides to the Director, full details of the transaction and the issuer receives an amended order authorizing the sales;

(b) The issuer or the person acting on behalf of the issuer who sold the security demonstrates to the Director that they had acted in good faith and sustains the burden of proof that they acted without intent to violate these rules;

(c) If the funds have been released from escrow, the issuer, within a reasonable time after discovery offers to rescind the sale using the procedures set forth in ORS 59.125 as long as the issuer has the financial capacity to make a rescission payment out of separate funds, which payment does not create additional risks or obligations to the remaining purchasers or the project for which the funds were raised and offers or makes the rescission payment;

(d) If the funds have not been released from escrow, the sale is rescinded or cancelled.

(2) An offer to rescind or cancel a sale under (1)(c) or rescission or cancellation under (1)(d), cannot be made subject to the condition that cancelled or rescinded interest be resold, or other condition.

(3) This rule may be used by the registrant as well as all persons liable as a result of the sale of securities.

Notes

Or. Admin. Code § 441-065-0160

CC 9-1982(Temp), f. 4-7-82, ef. 4-15-82; CC 11-1982, f. 8-11-82, ef. 10-10-82; FCS 11-1988(Temp), f. & cert. ef. 6-2-88; Renumbered from 815-036-0050; FCS 15-1988, f. & ef. 11-21-88; FCS 4-1992, f. & cert. ef. 10-1-92; FCS 2-1998, f. & cert. ef. 4-30-98; FSR 5-2018, amend filed 04/26/2018, effective 5/1/2018

Statutory/Other Authority: ORS 59.065 & 59.125

Statutes/Other Implemented: ORS 59.065