CITE

    15 USC Sec. 77www                                           01/08/2008

EXPCITE

    TITLE 15 - COMMERCE AND TRADE
    CHAPTER 2A - SECURITIES AND TRUST INDENTURES
    SUBCHAPTER III - TRUST INDENTURES

HEAD

    Sec. 77www. Liability for misleading statements

STATUTE

      (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,(!1) 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.

SOURCE

    (May 27, 1933, ch. 38, title III, Sec. 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 (Sec. 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 (Sec. 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 title I of act Aug. 26, 1935, ch. 687, 49 Stat.
    803, as amended, which was classified generally to chapter 2C (Sec.
    79 et seq.) of this title, prior to repeal by Pub. L. 109-58, title
    XII, Sec. 1263, Aug. 8, 2005, 119 Stat. 974. For complete
    classification of this Act to the Code, see 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, Secs. 1, 2, eff. May 24, 1950, 15 F.R. 3175,
    64 Stat. 1265, set out under section 78d of this title.

FOOTNOTE

    (!1) See References in Text note below.