[nib]

An original issue of transaction exempt securities was sold to the public based on a prospectus containing intentional omissions of material facts. Under which of the following federal securities laws would the issuer be liable to a purchaser of the securities?

The anti-fraud provisions of the Securities Act of 1933

The anti-fraud provisions of the Securities Exchange Act of 1934

My answer = antifraud 1933 , because , IPO ,issued , use sec .1933 . So i am not understanding why 1934 antifraud is aslo used .

please help me .

But correct answer= both antifraUD 1933 + ANTIFRAUD 1934

Explanation =The Act of 1933 imposes various criminal and civil liability on the issuer if the omissions are material, and in this case, the omissions are intentional, which will leave little defense for the defendant. Under the Act of 1934, SEC Rule 10b-5 specifically addresses fraud in the issuance of securities (and their associated materials) whether registered or not under the Act of 1933, including private transactions. The key is the omission must be material to recognize the fact that generally both Acts prohibit any form of material misrepresentation to the buyer.