Joint and several liability; good faith defense
section 78u(d) of this titleEvery person who, directly or indirectly, controls any person liable under any provision of this chapter or of any rule or regulation thereunder shall also be liable jointly and severally with and to the same extent as such controlled person to any person to whom such controlled person is liable (including to the Commission in any action brought under paragraph (1) or (3) of ), unless the controlling person acted in good faith and did not directly or indirectly induce the act or acts constituting the violation or cause of action.
Unlawful activity through or by means of any other person
It shall be unlawful for any person, directly or indirectly, to do any act or thing which it would be unlawful for such person to do under the provisions of this chapter or any rule or regulation thereunder through or by means of any other person.
Hindering, delaying, or obstructing the making or filing of any document, report, or information
It shall be unlawful for any director or officer of, or any owner of any securities issued by, any issuer required to file any document, report, or information under this chapter or any rule or regulation thereunder without just cause to hinder, delay, or obstruct the making or filing of any such document, report, or information.
Liability for trading in securities while in possession of material nonpublic information
Wherever communicating, or purchasing or selling a security while in possession of, material nonpublic information would violate, or result in liability to any purchaser or seller of the security under any provisions of this chapter, or any rule or regulation thereunder, such conduct in connection with a purchase or sale of a put, call, straddle, option, privilege or security-based swap agreement with respect to such security or with respect to a group or index of securities including such security, shall also violate and result in comparable liability to any purchaser or seller of that security under such provision, rule, or regulation.
Prosecution of persons who aid and abet violations
section 78u(d) of this titleFor purposes of any action brought by the Commission under paragraph (1) or (3) of , any person that knowingly or recklessly provides substantial assistance to another person in violation of a provision of this chapter, or of any rule or regulation issued under this chapter, shall be deemed to be in violation of such provision to the same extent as the person to whom such assistance is provided.
Limitation on Commission authority
section 78c–1(b) of this titleThe authority of the Commission under this section with respect to security-based swap agreements shall be subject to the restrictions and limitations of .
June 6, 1934, ch. 40448 Stat. 899May 27, 1936, ch. 462, § 649 Stat. 1379Pub. L. 88–467, § 978 Stat. 579Pub. L. 98–376, § 598 Stat. 1265Pub. L. 104–67, title I, § 104109 Stat. 757Pub. L. 105–353, title III, § 301(b)(12)112 Stat. 3236Pub. L. 106–554, § 1(a)(5) [title II, § 205(a)(3), title III, § 303(i), (j)]114 Stat. 2763Pub. L. 111–203, title VII, § 762(d)(6)124 Stat. 1761(, title I, § 20, ; , ; , , ; , , ; , , ; , , ; , , , 2763A–426, 2763A–456; , title IX, §§ 929O, 929P(c), , , 1862, 1865.)
Editorial Notes
References in Text
section 78a of this titleThis chapter, referred to in text, was in the original “this title”. See References in Text note set out under .
Amendments
Pub. L. 111–203, § 929P(c)section 78u(d) of this title2010—Subsec. (a). , inserted “(including to the Commission in any action brought under paragraph (1) or (3) of )” after “controlled person is liable”.
Pub. L. 111–203, § 762(d)(6)(A)Subsec. (d). , struck out “(as defined in section 206B of the Gramm-Leach-Bliley Act)” after “security-based swap agreement”.
Pub. L. 111–203, § 929OSubsec. (e). , inserted “or recklessly” after “knowingly”.
Pub. L. 111–203, § 762(d)(6)(B)Subsec. (f). , struck out “(as defined in section 206B of the Gramm-Leach-Bliley Act)” after “security-based swap agreements”.
Pub. L. 106–554, § 1(a)(5) [title III, § 303(i)]2000—Subsec. (d). , amended subsec. (d) generally. Prior to amendment, subsec. (d) read as follows: “Wherever communicating, or purchasing or selling a security while in possession of, material nonpublic information would violate, or result in liability to any purchaser or seller of the security under any provision of this chapter, or any rule or regulation thereunder, such conduct in connection with a purchase or sale of a put, call, straddle, option,, privilege, or security futures product with respect to such security or with respect to a group or index of securities including such security, shall also violate and result in comparable liability to any purchaser or seller of that security under such provision, rule, or regulation.”
Pub. L. 106–554, § 1(a)(5) [title II, § 205(a)(3)], substituted “, privilege, or security futures product” for “or privilege”.
Pub. L. 106–554, § 1(a)(5) [title III, § 303(j)]Subsec. (f). , added subsec. (f).
Pub. L. 105–3531998—Subsecs. (e), (f). redesignated subsec. (f) as (e).
Pub. L. 104–67, § 104(1)1995—, substituted “liability of controlling persons and persons who aid and abet violations” for “Liabilities of controlling persons” in section catchline.
Pub. L. 104–67, § 104(2)Subsec. (f). , added subsec. (f).
Pub. L. 98–3761984—Subsec. (d). added subsec. (d).
Pub. L. 88–467o1964—Subsec. (c). extended application of provisions of subsec. (c) by substituting the prohibition against any officer or director of, or an owner of securities issued by, a company from hindering, delaying, or obstructing the preparation or filing of any report, document, or information required to be filed under this chapter for existing provisions applicable only to filings by companies with securities registered on a national securities exchange or subject to the provisions of section 78(d) of this title.
o1936—Subsec. (c). Act , inserted “or any undertaking contained in a registration statement as provided in subsection (d) of section 78 of this title”.
Statutory Notes and Related Subsidiaries
Effective Date of 2010 Amendment
Pub. L. 111–203section 4 of Pub. L. 111–203section 5301 of Title 12Amendment by sections 929O and 929P(c) of effective 1 day after , except as otherwise provided, see , set out as an Effective Date note under , Banks and Banking.
section 762(d)(6) of Pub. L. 111–203Pub. L. 111–203section 774 of Pub. L. 111–203section 77b of this titleAmendment by effective on the later of 360 days after , or, to the extent a provision of subtitle B (§§ 761–774) of title VII of requires a rulemaking, not less than 60 days after publication of the final rule or regulation implementing such provision of subtitle B, see , set out as a note under .
Effective Date of 1995 Amendment
Pub. L. 104–6715 U.S.C. 77asection 108 of Pub. L. 104–67lAmendment by not to affect or apply to any private action arising under this chapter or title I of the Securities Act of 1933 ( et seq.), commenced before and pending on , see , set out as a note under section 77 of this title.
Effective Date of 1984 Amendment
Pub. L. 98–376section 7 of Pub. L. 98–376section 78c of this titleAmendment by effective , see , set out as a note under .
Effective Date of 1964 Amendment
Pub. L. 88–467section 13 of Pub. L. 88–467section 78c of this titleAmendment by effective , see , set out as a note under .
Construction of 1995 Amendment
Pub. L. 104–67section 203 of Pub. L. 104–67section 78j–1 of this titleNothing in amendment by to be deemed to create or ratify any implied right of action, or to prevent Commission, by rule or regulation, from restricting or otherwise regulating private actions under this chapter, see , set out as a Construction note under .