1994 US Code
Title 15 - COMMERCE AND TRADE
CHAPTER 2A - SECURITIES AND TRUST INDENTURES
SUBCHAPTER III - TRUST INDENTURES
Sec. 77www - Liability for misleading statements

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§77www. Liability for misleading statements

(a) Any person who shall make or cause to be made any statement in any application, report, or document filed with the Commission pursuant to any provisions of this subchapter, or any rule, regulation, or order thereunder, which statement was at the time and in the light of the circumstances under which it was made false or misleading with respect to any material fact, or who shall omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, shall be liable to any person (not knowing that such statement was false or misleading or of such omission) who, in reliance upon such statement or omission, shall have purchased or sold a security issued under the indenture to which such application, report, or document relates, for damages caused by such reliance, unless the person sued shall prove that he acted in good faith and had no knowledge that such statement was false or misleading or of such omission. A person seeking to enforce such liability may sue at law or in equity in any court of competent jurisdiction. In any such suit the court may, in its discretion, require an undertaking for the payment of the costs of such suit and assess reasonable costs, including reasonable attorneys’ fees, against either party litigant, having due regard to the merits and good faith of the suit or defense. No action shall be maintained to enforce any liability created under this section unless brought within one year after the discovery of the facts constituting the cause of action and within three years after such cause of action accrued.

(b) The rights and remedies provided by this subchapter shall be in addition to any and all other rights and remedies that may exist under the Securities Act of 1933 [15 U.S.C. 77a et seq.], or the Securities Exchange Act of 1934 [15 U.S.C. 78a et seq.], or the Public Utility Holding Company Act of 1935 [15 U.S.C. 79 et seq.], or otherwise at law or in equity; but no person permitted to maintain a suit for damages under the provisions of this subchapter shall recover, through satisfaction of judgment in one or more actions, a total amount in excess of his actual damages on account of the act complained of.

(May 27, 1933, ch. 38, title III, §323, as added Aug. 3, 1939, ch. 411, 53 Stat. 1176.)

References in Text

The Securities Act of 1933, referred to in subsec. (b), is act May 27, 1933, ch. 38, title I, 48 Stat. 74, as amended, which is classified generally to subchapter I (§77a et seq.) of this chapter. For complete classification of this Act to the Code, see section 77a of this title and Tables.

The Securities Exchange Act of 1934, referred to in subsec. (b), is act June 6, 1934, ch. 404, 48 Stat. 881, as amended, which is classified generally to chapter 2B (§78a et seq.) of this title. For complete classification of this Act to the Code, see section 78a of this title and Tables.

The Public Utility Holding Company Act of 1935, referred to in subsec. (b), is act Aug. 26, 1935, ch. 687, title I, 49 Stat. 838, as amended, which is classified generally to chapter 2C (§79 et seq.) of this title. For complete classification of this Act to the Code, see section 79 of this title and Tables.

Transfer of Functions

For transfer of functions of Securities and Exchange Commission, with certain exceptions, to Chairman of such Commission, see Reorg. Plan No. 10 of 1950, §§1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title.

Federal Rules of Civil Procedure

Costs, see rule 54, Title 28, Appendix, Judiciary and Judicial Procedure.

One form of action, see rule 2.

Cross References

Additional remedies under—

Public Utility Holding Company Act of 1935, see section 79p of this title.

Securities Act of 1933, see section 77p of this title.

Securities Exchange Act of 1934, see section 78bb of this title.

Civil liabilities on account of false registration statement, see section 77k of this title.

Fraudulent interstate transactions, see section 77q of this title.

Liability for misleading statements under—

Public Utility Holding Company Act of 1935, see section 79p of this title.

Securities Exchange Act of 1934, see section 78r of this title.

Limitation of actions under—

Securities Act of 1933, see section 77m of this title.

Securities Exchange Act of 1934, see sections 78i and 78r of this title.

Statements in or omissions from analysis required under sections 77eee to 77ggg of this title, section as inapplicable to, see section 77eee of this title.

Undertaking for costs under—

Securities Act of 1933, see section 77k of this title.

Securities Exchange Act of 1934, see sections 78i and 78r of this title.

This subchapter in suit to enforce right or remedy or suit against trustee, see section 77ooo of this title.

Section Referred to in Other Sections

This section is referred to in section 77eee of this title.