---
title: "List purchaser claims the file raises under Securities Act section 12"
url: "https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/give-applicants-the-repayment-or-withdrawal-options-after-a-defective-do/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A4-K20261018-3-US"
practice_area: "Capital Markets & Securities — ECM/DCM and Disclosure"
tier: "red"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# List purchaser claims the file raises under Securities Act section 12

> List each purchaser, the date of purchase, whether the file describes an offer or sale in interstate commerce or by the mails, and each statement the file flags as possibly untrue, with the page.…

Canonical page: https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/give-applicants-the-repayment-or-withdrawal-options-after-a-defective-do/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Capital Markets & Securities — ECM/DCM and Disclosure](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure.md) |
| Human involvement | Red: Lawyer writes; AI may check, clarify or collect data |
| How AI is used | List each purchaser, the date of purchase, whether the file describes an offer or sale in interstate commerce or by the mails, and each statement the file flags as possibly untrue, with the page. Write no notice to purchasers and no repayment calculation. |
| What the lawyer must review | You write any notice and you decide any repayment. Section 12(a)(1) of the Securities Act (15 U.S.C. § 77l(a)(1)) makes a person who offers or sells a security in violation of section 5 (15 U.S.C. § 77e) liable to the person purchasing the security from that person. Section 12(a)(2) reaches a person who offers or sells a security, whether or not exempted by section 3 (15 U.S.C. § 77c) other than paragraphs (2) and (14) of subsection (a) of that section, by the use of any means of interstate commerce or of the mails, by means of a prospectus or oral communication which includes an untrue statement of a material fact or omits a material fact necessary to make the statements not misleading, the purchaser not knowing of the untruth or omission, unless the seller sustains the burden of proving that the seller did not know, and in the exercise of reasonable care could not have known, of the untruth or omission. The liability, subject to subsection (b), is for the consideration paid, with interest, less the amount of any income received, upon the tender of the security, or for damages if the purchaser no longer owns it. Subsection (b) provides a loss-causation limit on the amount recoverable under subsection (a)(2). Paragraphs (2) and (14) of section 3(a) were not opened. There is no Australian withdrawal form in section 12. |
| Written for | United States |
| Applies to | [Give applicants the repayment or withdrawal options after a defective document](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/give-applicants-the-repayment-or-withdrawal-options-after-a-defective-do.md) |

## Checking plan

- What the AI does: List each purchaser, the date of purchase, whether the file describes an offer or sale in interstate commerce or by the mails, and each statement the file flags as possibly untrue, with the page. Write no notice to purchasers and no repayment calculation.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Section 12 does not state a number of days in which an applicant may withdraw. Do not add one.
- Section 3(a)(2) and section 3(a)(14) are carved out of section 12(a)(2) and were not opened. Do not decide that carve-out from this list.

## Sources

- [15 U.S.C. § 77l, civil liabilities arising in connection with prospectuses and communications (Securities Act § 12)](https://www.law.cornell.edu/uscode/text/15/77l) (checked 2026-10-22)
- [15 U.S.C. § 77e, prohibitions relating to interstate commerce and the mails (Securities Act § 5)](https://www.law.cornell.edu/uscode/text/15/77e) (checked 2026-10-22)
- [ABA Formal Opinion 512, Generative Artificial Intelligence Tools (29 July 2024)](https://www.americanbar.org/content/dam/aba/administrative/professional_responsibility/ethics-opinions/aba-formal-opinion-512.pdf) (checked 2026-10-22)

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*