Section 12(a) of the Securities Act of 1933 covers two types of civil liability. Section 12(a)(1) concerns violations of Section 5 which imposes registration and prospectus delivery requirements on the offer and sale of securities. Section 12(a)(2) is one of the two primary civil liability provisions under the Securities Act (the other being Section 11). The U.S. Supreme Court, however, has limited the scope of Section 12(a)(2) to public offerings. Gustafson v. Alloyd Co., 513 U.S. 561 (1995).
Recently, I was surprised to see Section 25110 of the California Corporations Code described as "corresponding" to Section 12(a). Wong v. Tomaszewki, 2019 U.S. Dist. LEXIS 75308. Section 255110 declares it unlawful to offer or sell in California any security in an issuer transaction unless it is (i) qualified under Sections 25111-25113, (ii) exempt from qualification, or (iii) not subject to qualification. In this sense, Section 25110 could be considered to correspond to Section 12(a)(1). Section 25110, however, says nothing about false or misleading statements. Thus, it certainly shares no relationship with Section 12(a)(2). The plaintiffs in Wong clearly missed this point as their alleged violation of Section 12(a) involved misstatements and not a failure to register under the Securities Act.