15 U.S.C. § 77www : US Code - Section 77WWW: Liability for misleading statements

Search 15 U.S.C. § 77www : US Code - Section 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,(!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.