V-1.1 - Securities Act

Section 225.27 Disposition versions

2007-11-09

225.27. A defendant may defeat an action under section 225.11 by proving that

(1)  the issuer, in accordance with this Act or the regulations, filed a material change report with the Authority without making the report public and the issuer had a reasonable basis to file the report on a confidential basis;

(2)  if the change remains material, the issuer promptly made the material change public when the basis for confidentiality ceased to exist;

(3)  the defendant or issuer did not release a document or make a public oral statement that, due to the undisclosed material change report, contained a misrepresentation; and

(4)  if the material change became publicly known in a manner other than the manner required under this Act or the regulations, the issuer promptly disclosed the material change in accordance with this Act or the regulations.

2007, c. 15, s. 11.