They Toil Not, Neither Do They Spin: Civil Liability Under the Oregon Securities Law

Under Oregon law, persons who sell securities in violation of statutory registration requirements, or by means of some misrepresentation or omission of material fact, may be liable to any person or entity who buys securities from or through them. Likewise, persons who buy securities by means of some misrepresentation or omission of material fact may be liable to any person or entity who sells securities to or through them. In addition to, or in lieu of, suing the person who committed the material misrepresentation or omission, a plaintiff may sue one or more persons or entities who might be vicariously liable for the consequences of the misrepresentation or omission. This Article explores the contours of the civil liability provisions of the Oregon Securities Law (OSL), as expressed in the statute itself, in the opinions of Oregon state and federal courts, and in the formal and informal opinions of the Oregon Department of Consumer and Business Services, and compares and contrasts civil liability under the OSL to civil liability under Oregon common law and under federal securities law. Before turning to this detailed analysis of the OSL in Part II, Part I briefly discusses significant recent developments in federal securities law and their impact on the OSL