Section .1500 ‑ Miscellaneous Provisions

Link to law: http://reports.oah.state.nc.us/ncac/title 18 - secretary of state/chapter 06 - securities division/subchapter a/18 ncac 06a .1501.html
Published: 2015

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SECTION .1500 ‑ MISCELLANEOUS PROVISIONS

 

18 NCAC 06A .1501          RESCISSION OFFERS

(a)  All rescission offers under G.S. 78A‑56(g) shall

be typed or printed and shall be captioned in bold print or type

"Rescission Offer."  Offers must set forth in bold type the name of

the security with respect to which the offer is made and the date of the

transaction involved.  Offers must be signed by the offeror or its authorized

officer.

(b)  Every rescission offer to a purchaser under G.S. 78A‑56(g)(1)

shall set forth with particularity the facts out of which liability under G.S.

78A‑56 may have arisen and, in the event of a violation of G.S. 78A‑56(a)(2),

the correct, true, or omitted facts.  It shall advise the purchaser of his

potential rights under G.S. 78A‑56 if a violation of that section were

found and state the effect on those rights of the purchaser's failure to accept

the offer within 30 days from its receipt.  The offer shall include a form for

the purchaser's written acceptance of the offer addressed to the offeror or the

depository to which it is to be sent.  The offer must expire by its own terms

at midnight of the 30th day following its receipt by the purchaser

and must provide, by its terms, that acceptance is effective if the purchaser

either delivers his written acceptance to the address specified in the offer or

mails that acceptance, postage prepaid, with a postmark not later than midnight

of the thirtieth day following his receipt of the offer.  The offer shall not

require that the purchaser return the security with his acceptance; the offer

may, however, require that the purchaser deliver any security he still holds

and/or a verified statement of the transactions in which he disposed of any

security to the offeror or to a depository specified in the offer within a

period of not less than 45 days from the receipt of the offer in order to

receive payment thereunder.  The offer may provide that any offeree who

delivers a timely written acceptance but fails to deliver any security held by

him and/or the statement of the transactions in which he disposed of any

security within the time specified in the offer shall be deemed to have failed

to accept such an offer in writing within a specified period as required by

G.S. 78A‑56(g)(1).

(c)  Every rescission offer to a seller pursuant to G.S. 78A‑56(g)(2)

shall set forth with particularity the facts out of which liability under G.S.

78A‑56 may have arisen and, in the event of a violation of G.S. 78A‑56(a)(2),

the correct, true, or omitted facts.  It shall advise the seller of his rights

under G.S. 78A‑56 if a violation of that section is found and state the

effect on those rights of the seller's failure to accept the offer within 30

days from the receipt.  The offer shall include a form for the seller's written

acceptance of the offer addressed to the offeror or the depository to which it

is to be sent.  The offer must expire by its own terms at midnight of the 30th

day following its receipt by the seller and must provide, by its terms, that

acceptance is effective if the seller either delivers his written acceptance to

the address specified in the offer or mails that acceptance, postage prepaid,

with a postmark not later than midnight of the thirtieth day following his

receipt of the offer.  The offeror is not required to return the security with

the offer:

(1)           If the offeror has not disposed of the

security, the offer may require that the seller deliver the sum necessary to

rescind to the offeror or to a depository specified in the offer within a

period of not less than 45 days from the receipt of the offer in order to

receive the security.  The offer may provide that any offeree who delivers a

timely written acceptance but fails to deliver the sum necessary to rescind the

transaction within the time specified in the offer shall be deemed to have

failed to accept such an offer in writing within a specified period as required

by G.S. 78A‑56(g)(2).

(2)           If the offeror has disposed of the

security, the offer shall specify the period of time by which the offeror shall

submit any damages as required by G.S. 78A-56(g)(2) to the seller, if the

seller accepts and delivers a timely written acceptance.

(d)  The person making the rescission offer shall file a

copy of the rescission offer with the Administrator at least 10 days before

delivering the offer to the offeree.  The copy filed with the Administrator

shall be addressed to: Rescission Offers, North Carolina Securities Division,

P.O. Box 29622, Raleigh, North Carolina 27626-0622.

(e)  A seller who makes a rescission offer pursuant to G.S.

78A-56(l) shall include in that rescission offer an undertaking by the seller

to refund all the purchaser's money, without deductions, within seven business

days after the date of receipt by the seller of the purchaser's notice of

rescission or cancellation.  The rescission offer shall be transmitted by the

seller to the purchaser by certified mail, return receipt requested.

 

History Note:        Authority G.S. 78A-49; 78A-56;

Eff. April 1, 1981.

Temporary Amendment Eff. April 1, 2002; January 14, 2002;

Amended Eff. May 1, 2003; April 1, 2003.