§ 77www. — Liability for misleading statements.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 15USC77www]
TITLE 15--COMMERCE AND TRADE
CHAPTER 2A--SECURITIES AND TRUST INDENTURES
SUBCHAPTER III--TRUST INDENTURES
Sec. 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, 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 act Aug. 26, 1935, ch. 687, title I, 49 Stat. 838, as
amended, which is classified generally to chapter 2C (Sec. 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, Secs. 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat.
1265, set out under section 78d of this title.
Section Referred to in Other Sections
This section is referred to in section 77eee of this title.
