§ 4.1.2.2

• Jurisdiction: Arizona

§ 4.1.2.2 Statutory Defenses

Proof that an unregistered security is statutorily exempt from registration is a defense.⁶²⁴

Other statutory defenses include the statute of limitations;⁶²⁵ failure to tender;⁶²⁶ loss causation;⁶²⁷ proof that the defendant did not actually offer or sell the securities;⁶²⁸ and proof that the sale did not occur "within or from" Arizona.⁶²⁹

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Notes:

^[624] Compare Wales v. Ariz. Corp. Comm'n, 249 Ariz. 263, 271-72 ¶¶ 32-35, 468 P.3d 1224, 1231-32 (Ct. App. 2020) (rejecting the defense that securities were exempt from registration under the non-public offering exemption), with Riffle v. Robert L. Parker Co., 19 Ariz. App. 100, 104-05, 505 P.2d 268, 272-73 (1973) (finding that securities transaction was exempt as an isolated transaction under § 44-1844(3)).

^[625] See A.R.S. § 44-2004 (must sue within one year after the registration violation). In Arizona, some authority allows extending the one-year limit. See London v. Green Acres Trust, 159 Ariz. 136, 143, 765 P.2d 538, 545 (Ct. App. 1988) (holding regarding violations of the securities registration statute that: "The statute of limitations may be tolled when claims are not timely brought due to some concealment or wrongdoing on the part of defendants."); Geiler v. Ariz. Bank, 24 Ariz. App. 266, 272-74, 537 P.2d 994, 1000-02 (1975) (reversing because of fact issues on whether defendants were...