2023 Texas Statutes › Government Code › Title 12 - Securities Act › Chapter 4008 - Private Rights of Action › Subchapter B. Civil Liability for Issuance, Sale, or Purchase of Securities › Section 4008.058. Requirements of Rescission Offer to Buyers

Sec. 4008.058.  REQUIREMENTS OF RESCISSION OFFER TO BUYERS.  (a)  A rescission offer is sufficient for purposes of Section 4008.062(a) or (b) only if the offer meets the requirements of this section.
(b)  The offer must include financial and other information material to the offeree's decision whether to accept the offer.  The offer may not contain an untrue statement of a material fact or an omission to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading.
(c)  The offeror shall:
(1)  deposit funds in escrow in a state or national bank doing business in this state, or in another bank approved by the commissioner; or
(2)  receive an unqualified commitment from a bank described by Subdivision (1) to provide funds sufficient to pay the amount offered.
(d)  The amount of the offer to a buyer who still owns the security must be the amount, excluding costs and attorney's fees, the buyer would recover on rescission under Section 4008.056(a).
(e)  The amount of the offer to a buyer who no longer owns the security must be the amount, excluding costs and attorney's fees, the buyer would recover in damages under Section 4008.057(a).
(f)  The offer must state:
(1)  the amount of the offer, as determined under Subsection (d) or (e), which must be given:
(A)  to the extent practicable, in terms of a specified number of dollars and a specified rate of interest for a period starting at a specified date; and
(B)  to the extent necessary, in terms of specified elements, such as the value of the security when the offeree disposed of the security, that are known to the offeree but not to the offeror, subject to the provision of reasonable evidence by the offeree;
(2)  the name and address of the bank at which the amount of the offer will be paid;
(3)  that the offeree will receive the amount of the offer within a specified number of days that is not more than 30 days after the date the bank receives, in form reasonably acceptable to the offeror and in compliance with the instructions in the offer:
(A)  the security, if the offeree still owns the security, or evidence of the fact and date of disposition if the offeree no longer owns the security; and
(B)  evidence, if necessary, of elements described by Subdivision (1)(B);
(4)  in a conspicuous manner that the offeree may not sue on the offeree's purchase under this subchapter unless:
(A)  the offeree accepts the offer but does not receive the amount of the offer, in which case the offeree may sue within the time allowed by Section 4008.062(a)(1), (b)(1), or (b)(2), as applicable; or
(B)  the offeree rejects the offer in writing within 30 days of the date the offeree receives the offer and expressly reserves in the rejection the right to sue, in which case the offeree may sue not later than one year after the date of the rejection;
(5)  in reasonable detail, the nature of the violation of this title that occurred or may have occurred; and
(6)  any other information the offeror wants to include.
Added by Acts 2019, 86th Leg., R.S., Ch. 491 (H.B. 4171), Sec. 1.01, eff. January 1, 2022.