Singapore legislation
Section 254
Section 254
Civil liability for false or misleading statements
(1)
Where an offer of securities or securities‑based derivatives contracts is made in or accompanied by a prospectus or profile statement, or, in the case of an offer referred to in section 280, where a prospectus or profile statement is prepared and issued in relation to the offer, and —
a false or misleading statement is contained in —
the prospectus or the profile statement; or
any application form for the securities or securities‑based derivatives contracts;
there is an omission to state any information required to be included in the prospectus under section 243 or there is an omission to state any information required to be included in the profile statement under section 246, as the case may be; or
there is an omission to state a new circumstance that —
has arisen since the prospectus or the profile statement was lodged with the Authority; and
would have been required by section 243 to be included in the prospectus, or required to be included in the profile statement under section 246 (as the case may be) if it had arisen before the prospectus or the profile statement was lodged with the Authority,the persons referred to in subsection (3) are liable to compensate any person who suffers loss or damage as a result of the false or misleading statement in or omission from the prospectus or the profile statement, even if such persons, unless otherwise specified, were not involved in the making of the false or misleading statement or the omission.
(2)
For the purposes of subsection (1), a false or misleading statement about a future matter (including the doing of, or the refusal to do, an act) is taken to have been made if a person makes the statement without having reasonable grounds for making the statement.
(3)
The persons liable are —
the person making the offer;
where the person making the offer is an entity —
each director or equivalent person of the entity; and
if the entity is also the issuer, each person who is, and who has consented to be, named in the prospectus or profile statement as a proposed director or an equivalent person of the entity;
where the issuer is controlled by the person making the offer, one or more of the related parties of the person making the offer, or the person making the offer and one or more of that person’s related parties —
the issuer;
each director or equivalent person of the issuer; and
each person who is, and who has consented to be, named in the prospectus or the profile statement as a proposed director or an equivalent person of the issuer;
an issue manager to the offer of the securities or securities‑based derivatives contracts who is, and who has consented to be, named in the prospectus or the profile statement;
(da)an underwriter (but not a sub‑underwriter) to the issue or sale of the securities or securities‑based derivatives contracts who is, and who has consented to be, named in the prospectus or the profile statement;
a person named in the prospectus or the profile statement with the person’s consent as having made a statement —
that is included in the prospectus or the profile statement; or
on which a statement made in the prospectus or the profile statement is based,but only in respect of the inclusion of that statement; and
any other person who made the false or misleading statement or omitted to state the information or circumstance (as the case may be) but only in respect of the inclusion of the statement or the omission to state the information or circumstance.
(4)
A person who acquires securities or securities‑based derivatives contracts as a result of an offer that was made in or accompanied by a profile statement is taken to have acquired the securities or securities‑based derivatives contracts in reliance on both the profile statement and the prospectus for the offer.
(4A)
For the purposes of this section, any reference to a statement includes a reference to any information presented, regardless of whether such information is in text or otherwise.
(5)
No action under subsection (1) may be commenced after the expiration of 6 years from the date on which the cause of action arose.
(6)
This section does not affect any liability that a person has under any other law.