Section 12 of the Securities Act of 1933 creates two private rights of action, each providing in relevant part that ‘ a ny person who offers or sells a security . . . shall be liable to the person purchasing such security from him . . ..’ Because suit may be maintained only by the person who purchases the security from defendant, an offeror may incur section 12 liability only if the offeror also ‘sells' the security to the plaintiff. Section 12(1) imposes liability on any seller whose offer or sale violates the Act's registration or prospectus requirements found in section 5; section 12(2) imposes liability on any seller who makes an offer or sale by means of a materially misleading prospectus or oral communication.
Douglas E. Abrams, The Scope of Liability Under Section 12 of the Securities Act of 1933: "Participation' and the Pertinent Legislative Materials, 15 Fordham Urb. L.J. 877 (1987)