15 USC 77p - Additional remedies; limitation on remedies

U.S Code last checked for updates: Nov 22, 2024

§ 77p.

Additional remedies; limitation on remedies

(a)

Remedies additional

(b)

Class action limitations

No covered class action based upon the statutory or common law of any State or subdivision thereof may be maintained in any State or Federal court by any private party alleging—

(1)

an untrue statement or omission of a material fact in connection with the purchase or sale of a covered security; or

(2)

that the defendant used or employed any manipulative or deceptive device or contrivance in connection with the purchase or sale of a covered security.

(c)

Removal of covered class actions

(d)

Preservation of certain actions

(1)

Actions under State law of State of incorporation

(A)

Actions preserved

(B)

Permissible actions

A covered class action is described in this subparagraph if it involves—

(i)

the purchase or sale of securities by the issuer or an affiliate of the issuer exclusively from or to holders of equity securities of the issuer; or

(ii)

any recommendation, position, or other communication with respect to the sale of securities of the issuer that—

(I)

is made by or on behalf of the issuer or an affiliate of the issuer to holders of equity securities of the issuer; and

(II)

concerns decisions of those equity holders with respect to voting their securities, acting in response to a tender or exchange offer, or exercising dissenters’ or appraisal rights.

(2)

State actions

(A)

In general

(B)

“State pension plan” defined

(3)

Actions under contractual agreements between issuers and indenture trustees

(4)

Remand of removed actions

(e)

Preservation of State jurisdiction

(f)

Definitions

For purposes of this section, the following definitions shall apply:

(1)

Affiliate of the issuer

(2)

Covered class action

(A)

In general

The term “covered class action” means—

(i)

any single lawsuit in which—

(I)

damages are sought on behalf of more than 50 persons or prospective class members, and questions of law or fact common to those persons or members of the prospective class, without reference to issues of individualized reliance on an alleged misstatement or omission, predominate over any questions affecting only individual persons or members; or

(II)

one or more named parties seek to recover damages on a representative basis on behalf of themselves and other unnamed parties similarly situated, and questions of law or fact common to those persons or members of the prospective class predominate over any questions affecting only individual persons or members; or

(ii)

any group of lawsuits filed in or pending in the same court and involving common questions of law or fact, in which—

(I)

damages are sought on behalf of more than 50 persons; and

(II)

the lawsuits are joined, consolidated, or otherwise proceed as a single action for any purpose.

(B)

Exception for derivative actions

(C)

Counting of certain class members

(D)

Rule of construction

(3)

Covered security

(May 27, 1933, ch. 38, title I, § 16, 48 Stat. 84; Pub. L. 105–353, title I, § 101(a)(1), Nov. 3, 1998, 112 Stat. 3227.)

cite as: 15 USC 77p