I should also add this important aspect of the offering memorandum exemption. This clause allows you to sue up to 3 years after the initiation should any misrepresentation arise. This offers the investor some sense of security, but I should note that the BCSC,s track record of retrieving investors money from criminals is very low,as is with most regulators, whereas , by the time criminals are prosecuted, they usually don,t have any money or assets left, and fines go unpaid along with any restitution that investors may be entitled. Also here, the current fine amounts and reprimands are not a big enough deterrent to stop criminals, and in some cases, a small fine and/or penalty just becomes a cost of doing business, for the criminals. A recent story put on here, showed us how a $4 million dollar fine didn,t slow down crooks, they continued in business, and the next time took around $140 million from investors. Another big problem with regulators, is the out of court settlements that some of the bigger guys, including banks, are allowed to execute. These big guys admit to no wrong doing, there is no admission of guilt, and the whole crime is never revealed, allowing them to continue in business, with no regulatory reprimands.

Under the offering memorandum exemption, purchasers also have a right of action if there is a misrepresentation in the offering memorandum. If the offering memorandum contains a misrepresentation, the purchaser can sue for rescission (to cancel the agreement) or sue for damages. The purchaser can sue not only the issuer, but also all the directors of the issuer on the date of the offering memorandum and those officers and promoters of the issuer who signed the offering memorandum. The purchaser's right of action for rescission is available for 180 days after signing the purchase agreement. The right of action for damages is available for 180 days after the purchaser learns of the misrepresentation or three years after signing the purchase agreement, whichever is earlier.

http://www.bcsc.bc.ca/privateplacements.asp?id=2004#accredited_investor

IMO