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15 U.S.C. § 78t — Liability of controlling persons and persons who aid and abet violations

Federal law — U.S. Code and appendices · legal_authorities

15 U.S.C. § 78t — Liability of controlling persons and persons who aid and abet violations

**(a) Joint and several liability; good faith defense** Every 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 [section 78u(d) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78u/d&num=0&edition=prelim)), 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. **(b) 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. **(c) 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. **(d) 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 th

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Stable record: federal_law:legal_authorities:record_usc_711ac1269a46d99051d34f43
Source file: Laws/federal/codes/united-states-code/title-15/section-78t-liability-of-controlling-persons-and-persons-who-aid-and-abet-violations--e824299be2.md
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Source location: Title 15, Chapter 2B, § 78t; chapter-2b-securities-exchanges.md

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**(a) Joint and several liability; good faith defense** Every 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 [section 78u(d) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78u/d&num=0&edition=prelim)), 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. **(b) 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. **(c) 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. **(d) 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. **(e) Prosecution of persons who aid and abet violations** For purposes of any action brought by the Commission under paragraph (1) or (3) of [section 78u(d) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78u/d&num=0&edition=prelim), 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. **(f) Limitation on Commission authority** The authority of the Commission under this section with respect to security-based swap agreements shall be subject to the restrictions and limitations of [section 78c–1(b) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78c–1/b&num=0&edition=prelim).

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Federal law — U.S. Code and appendices · legal_authorities

12 U.S.C. § 5301 — Regulations

**(a) In general** The Secretary is authorized to promulgate regulations to implement and administer the grant programs and undertakings authorized by this subchapter. **(b) Regulatory authority** Regulations prescribed under this section may contain such classifications, differentiations, or other provisions, and may provide for such adjustments and exceptions for any class of grant programs, undertakings, or eligible entities, as, in the judgment of the Secretary, are necessary or proper to effectuate the purposes of this subchapter, to prevent circumvention or evasion of this subchapter, or to facilitate compliance with this subchapter.

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Federal law — U.S. Code and appendices · legal_authorities

15 U.S.C. § 78a — Short title

This chapter may be cited as the “Securities Exchange Act of 1934.”

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Federal law — U.S. Code and appendices · legal_authorities

15 U.S.C. § 77a — Short title

This subchapter may be cited as the “Securities Act of 1933”.

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Federal law — U.S. Code and appendices · legal_authorities

15 U.S.C. § 78c — Definitions and application

**(a) Definitions** When used in this chapter, unless the context otherwise requires— (1) The term “exchange” means any organization, association, or group of persons, whether incorporated or unincorporated, which constitutes, maintains, or provides a market place or facilities for bringing together purchasers and sellers of securities or for otherwise performing with respect to securities the functions commonly performed by a stock exchange as that term is generally understood, and includes the market place and the market facilities maintained by such exchange. (2) The term “facility” when used with respect to an exchange includes its premises, tangible or intangible property whether on the premises or not, any right to the use of such premises or property or any service thereof for the purpose of effecting or reporting a transaction on an exchange (including, among other things, any system of communication to or from the exchange, by ticker or otherwise, maintained by or with the consent of the exchange), and any right of the exchange to the use of any property or service. (3) (A) The term “member” when used with respect to a national securities exchange means (i) any natural person permitted to effect transactions on the floor of the exchange without the services of another person acting as broker, (ii) any registered broker or dealer with which such a natural person is associated, (iii) any registered broker or dealer permitted to designate as a representative such a natural person, and (iv) any other registered broker or dealer which agrees to be regulated by such exchange and with respect to which the exchange undertakes to enforce compliance with the provisions of this chapter, the rules and regulations thereunder, and its own rules. For purposes of section

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Federal law — U.S. Code and appendices · legal_authorities

15 U.S.C. § 77b — Definitions; promotion of efficiency, competition, and capital formation

**(a) Definitions** When used in this subchapter, unless the context otherwise requires— (1) The term “security” means any note, stock, treasury stock, security future, security-based swap, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. (2) The term “person” means an individual, a corporation, a partnership, an association, a joint-stock company, a trust, any unincorporated organization, or a government or political subdivision thereof. As used in this paragraph the term “trust” shall include only a trust where the interest or interests of the beneficiary or beneficiaries are evidenced by a security. (3) The term “sale” or “sell” shall include every contract of sale or disposition of a security or interest in a security, for value. The term “offer to sell”, “offer for sale”, or “offer” shall include every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interes

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Federal law — U.S. Code and appendices · legal_authorities

15 U.S.C. § 78kkk — Miscellaneous provisions

**(a) Public inspection of reports** Any notice, report, or other document filed with SIPC pursuant to this chapter shall be available for public inspection unless SIPC or the Commission shall determine that disclosure thereof is not in the public interest. Nothing herein shall act to deny documents or information to the Congress of the United States or the committees of either House having jurisdiction over financial institutions, securities regulation, or related matters under the rules of each body. Nor shall the Commission be denied any document or information which the Commission, in its judgment, needs. **(b) Liability of members of SIPC** Except for such assessments as may be made upon such member pursuant to the provisions of [section 78ddd of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78ddd&num=0&edition=prelim), no member of SIPC shall have any liability under this chapter as a member of SIPC for, or in connection with, any act or omission of any other broker or dealer whether in connection with the conduct of the business or affairs of such broker or dealer or otherwise and, without limiting the generality of the foregoing, no member shall have any liability for or in respect of any indebtedness or other liability of SIPC. **(c) Liability of SIPC and Directors, officers, or employees** Neither SIPC nor any of its Directors, officers, or employees shall have any liability to any person for any action taken or omitted in good faith under or in connection with any matter contemplated by this chapter. **(d) Advertising** SIPC shall by bylaw prescribe the manner in which a member of SIPC may display any sign or signs (or include in any advertisement a statement) relating to the protection to customers and their accou

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Federal law — U.S. Code and appendices · legal_authorities

15 U.S.C. § 78t — Liability of controlling persons and persons

Page 415 TITLE 15—COMMERCE AND TRADE § 78t safeguarding of securities or funds in the custody or control of such clearing agency or for which it is re- sponsible and (ii) reasons for such determination.’’ Subsec. (b)(10). Pub. L. 111–203, § 916(b)(1), added par. (10) relating to rule of construction relating to filing date of proposed rule changes. Pub. L. 111–203, § 717(c), added par. (10) relating to stay pending determination whether product is a secu- rity pursuant to section 8306 of this title. Subsec. (h)(4). Pub. L. 111–203, § 929F(e), in introduc- tory provisions, substituted ‘‘any person who is, or at the time of the alleged misconduct was, an officer or director’’ for ‘‘any officer or director’’ and ‘‘such per- son’’ for ‘‘such officer or director’’. 2000—Subsec. (b)(7). Pub. L. 106–554, § 1(a)(5) [title II, § 202(b)(1)], added par. (7). Subsec. (b)(8). Pub. L. 106–554, § 1(a)(5) [title II, § 202(b)(2)], added par. (8). Subsec. (b)(9). Pub. L. 106–554, § 1(a)(5) [title II, § 202(b)(3)], added par. (9). Subsec. (d)(3). Pub. L. 106–554, § 1(a)(5) [title II, § 202(c)], added par. (3). 1998—Subsec. (c)(5). Pub. L. 105–353 realigned margins. 1993—Subsec. (b)(5), (6). Pub. L. 103–202, § 106(c)(1), added pars. (5) and (6). Subsec. (c)(5). Pub. L. 103–202, § 106(c)(2), added par. (5). 1975—Pub. L. 94–29 amended section generally, sub- stituting provisions covering the registration, respon- sibilities, and oversight of self-regulatory organiza- tions by the Commission for provisions covering only the Commission’s powers with respect to exchanges and securities, with a view to consolidating and expanding the Commission’s oversight powers with respect to self- regulatory organizations, their members, participants, and officers, and with a view

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