SECURITIES-PENNSYLVANIA STATUTE-SCIENTER-INTENT

Mimi Inv., LLC v. Tufano, 2023 Pa. LEXIS 952 (July 19, 2023) (Donohue, J.) In this matter of first impression, we address whether a plaintiff must plead and prove scienter as an element of 70 P.S. § 1-401(b), a provision of the Pennsylvania Securities Act of 1972 (“PSA”). After careful review, we hold that under the plain language of its text, Section 1-401(b) of the PSA does not contain a scienter element. However, the PSA provides a defense to civil liability under Section 1-401(b) if the defendant can show they “did not know and in the exercise of reasonable care could not have known of the untruth or omission[.]” 70 P.S. § 1-501(a). Thus, we affirm.