Public Act 098-0174
 
HB2969 EnrolledLRB098 10745 JLS 41091 b

    AN ACT concerning business.
 
    Be it enacted by the People of the State of Illinois,
represented in the General Assembly:
 
    Section 5. The Illinois Securities Law of 1953 is amended
by changing Section 13 as follows:
 
    (815 ILCS 5/13)  (from Ch. 121 1/2, par. 137.13)
    Sec. 13. Private and other civil remedies; securities.
    A. Every sale of a security made in violation of the
provisions of this Act shall be voidable at the election of the
purchaser exercised as provided in subsection B of this
Section; and the issuer, controlling person, underwriter,
dealer or other person by or on behalf of whom said sale was
made, and each underwriter, dealer or salesperson who shall
have participated or aided in any way in making the sale, and
in case the issuer, controlling person, underwriter or dealer
is a corporation or unincorporated association or
organization, each of its officers and directors (or persons
performing similar functions) who shall have participated or
aided in making the sale, shall be jointly and severally liable
to the purchaser as follows:
        (1) for the full amount paid, together with interest
    from the date of payment for the securities sold at the
    rate of the interest or dividend stipulated in the
    securities sold (or if no rate is stipulated, then at the
    rate of 10% per annum) less any income or other amounts
    received by the purchaser on the securities, upon offer to
    tender to the seller or tender into court of the securities
    sold or, where the securities were not received, of any
    contract made in respect of the sale; or
        (2) if the purchaser no longer owns the securities, for
    the amounts set forth in clause (1) of this subsection A
    less any amounts received by the purchaser for or on
    account of the disposition of the securities.
    If the purchaser shall prevail in any action brought to
enforce any of the remedies provided in this subsection, the
court shall assess costs together with the reasonable fees and
expenses of the purchaser's attorney against the defendant. Any
provision of this subsection A to the contrary notwithstanding,
the civil remedies provided in this subsection A shall not be
available against any person by reason of the failure to file
with the Secretary of State, or on account of the content of,
any report of sale provided for in subsection G or P of Section
4, paragraph (2) of subsection D of Sections 5 and 6, or
paragraph (2) of subsection F of Section 7 of this Act.
    B. Notice of any election provided for in subsection A of
this Section shall be given by the purchaser within 6 months
after the purchaser shall have knowledge that the sale of the
securities to him or her is voidable, to each person from whom
recovery will be sought, by registered mail or certified mail,
return receipt requested, addressed to the person to be
notified at his or her last known address with proper postage
affixed, or by personal service.
    C. No purchaser shall have any right or remedy under this
Section who shall fail, within 15 days from the date of receipt
thereof, to accept an offer to repurchase the securities
purchased by him or her for a price equal to the full amount
paid therefor plus interest thereon and less any income thereon
as set forth in subsection A of this Section. Every offer of
repurchase provided for in this subsection shall be in writing,
shall be delivered to the purchaser or sent by registered mail
or certified mail, return receipt requested, addressed to the
purchaser at his or her last known address, and shall offer to
repurchase the securities sold for a price equal to the full
amount paid therefor plus interest thereon and less any income
thereon as set forth in subsection A of this Section. Such
offer shall continue in force for 15 days from the date on
which it was received by the purchaser, shall advise the
purchaser of his or her rights and the period of time limited
for acceptance thereof, and shall contain such further
information, if any, as the Secretary of State may prescribe.
Any agreement not to accept or refusing or waiving any such
offer made during or prior to said 15 days shall be void.
    D. No action shall be brought for relief under this Section
or upon or because of any of the matters for which relief is
granted by this Section after 3 years from the date of sale;
provided, that if the party bringing the action neither knew
nor in the exercise of reasonable diligence should have known
of any alleged violation of subsection E, F, G, H, I or J of
Section 12 of this Act which is the basis for the action, the 3
year period provided herein shall begin to run upon the earlier
of:
        (1) the date upon which the party bringing the action
    has actual knowledge of the alleged violation of this Act;
    or
        (2) the date upon which the party bringing the action
    has notice of facts which in the exercise of reasonable
    diligence would lead to actual knowledge of the alleged
    violation of this Act; but in no event shall the period of
    limitation so extended be more than 2 years beyond the
    expiration of the 3 year period otherwise applicable.
    E. The term purchaser as used in this Section shall include
the personal representative or representatives of the
purchaser.
    F. Anything in this Act to the contrary notwithstanding and
in addition to all other remedies, the Secretary of State
through the Office of the Attorney General may bring an action
in any circuit court of the State of Illinois in the name and
on behalf of the State of Illinois against any person or
persons participating in or about to participate in a violation
of this Act to enjoin those persons who are continuing or doing
any act in violation of this Act or to enforce compliance with
this Act. Upon a proper showing the court may grant a permanent
or preliminary injunction or temporary restraining order
without bond, and may order the defendant to make an offer of
rescission of any sales or purchases of securities determined
by the court to be unlawful under this Act. The court shall
further have jurisdiction and authority, in addition to the
other penalties and remedies in this Act provided, to act or
appoint another person as a receiver, conservator, ancillary
receiver or ancillary conservator for the defendant or the
defendant's assets located in this State and may assess costs
against the defendant for the use of the State.
    G. (1) Whenever any person has engaged or is about to
engage in any act or practice constituting a violation of this
Act, any party in interest may bring an action in the circuit
court of the county in which the party in interest resides, or
where the person has his, her or its principal office or
registered office or where any part of the transaction has or
will take place, to enjoin that person from continuing or doing
any act in violation of or to enforce compliance with this Act.
Upon a proper showing, the court shall grant a permanent or
preliminary injunction or temporary restraining order or
rescission of any sales or purchases of securities determined
to be unlawful under this Act, and may assess costs of the
proceedings against the defendant.
    (2) A copy of the complaint shall be served upon the
Secretary of State within one business day of filing in the
form and manner prescribed by the Secretary of State by rule or
regulation; provided, that the failure to comply with this
provision shall not invalidate the action which is the subject
of the complaint.
    H. Any provision of this Section 13 to the contrary
notwithstanding, neither the civil remedies provided in
subsection A of this Section 13 nor the remedies of rescission
and appointment of a receiver, conservator, ancillary receiver
or ancillary conservator provided in subsection I of Section 11
of this Act and in subsections F and G of this Section 13 of
this Act nor the remedies of restitution, damages or
disgorgement of profits provided in subsection I of Section 11
of this Act shall be available against any person by reason of
the failure to file with the Secretary of State, or on account
of the contents of, any notice filing under Section 2a of this
Act or subsection C-5 of Section 8 of this Act or any report of
sale provided for in subsection G or P of Section 4, paragraph
(2) of subsection D of Sections 5 and 6, or paragraph (2) of
subsection F of Section 7 of this Act.
(Source: P.A. 89-209, eff. 1-1-96; 89-626, eff. 8-9-96; 90-70,
eff. 7-8-97.)
 
    Section 99. Effective date. This Act takes effect upon
becoming law.