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15 U.S.C. § 78bb — Effect on existing law

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15 U.S.C. § 78bb — Effect on existing law

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Source location: Title 15, Chapter 2B, § 78bb; chapter-2b-securities-exchanges.md

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**(a) Limitation on judgments** (1) **In general** — No person permitted to maintain a suit for damages under the provisions of this chapter shall recover, through satisfaction of judgment in 1 or more actions, a total amount in excess of the actual damages to that person on account of the act complained of. Except as otherwise specifically provided in this chapter, nothing in this chapter shall affect the jurisdiction of the securities commission (or any agency or officer performing like functions) of any State over any security or any person insofar as it does not conflict with the provisions of this chapter or the rules and regulations under this chapter. (2) **Rule of construction** — Except as provided in subsection (f), the rights and remedies provided by this chapter shall be in addition to any and all other rights and remedies that may exist at law or in equity. (3) **State bucket shop laws** — No State law which prohibits or regulates the making or promoting of wagering or gaming contracts, or the operation of “bucket shops” or other similar or related activities, shall invalidate— (A) any put, call, straddle, option, privilege, or other security subject to this chapter (except any security that has a pari-mutuel payout or otherwise is determined by the Commission, acting by rule, regulation, or order, to be appropriately subject to such laws), or apply to any activity which is incidental or related to the offer, purchase, sale, exercise, settlement, or closeout of any such security; (B) any security-based swap between eligible contract participants; or (C) any security-based swap effected on a national securities exchange registered pursuant to [section 78f(b) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78f/b&num=0&edition=prelim). (4) **Other State provisions** — No provision of State law regarding the offer, sale, or distribution of securities shall apply to any transaction in a security-based swap or a security futures product, except that this paragraph may not be construed as limiting any State antifraud law of general applicability. A security-based swap may not be regulated as an insurance contract under any provision of State law. **(b) Modification of disciplinary procedures** Nothing in this chapter shall be construed to modify existing law with regard to the binding effect (1) on any member of or participant in any self-regulatory organization of any action taken by the authorities of such organization to settle disputes between its members or participants, (2) on any municipal securities dealer or municipal securities broker of any action taken pursuant to a procedure established by the Municipal Securities Rulemaking Board to settle disputes between municipal securities dealers and municipal securities brokers, or (3) of any action described in paragraph (1) or (2) on any person who has agreed to be bound thereby. **(c) Continuing validity of disciplinary sanctions** The stay, setting aside, or modification pursuant to [section 78s(e) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78s/e&num=0&edition=prelim) of any disciplinary sanction imposed by a self-regulatory organization on a member thereof, person associated with a member, or participant therein, shall not affect the validity or force of any action taken as a result of such sanction by the self-regulatory organization prior to such stay, setting aside, or modification: Provided, That such action is not inconsistent with the provisions of this chapter or the rules or regulations thereunder. The rights of any person acting in good faith which arise out of any such action shall not be affected in any way by such stay, setting aside, or modification. **(d) Physical location of facilities of registered clearing agencies or registered transfer agents not to subject changes in beneficial or record ownership of securities to State or local taxes** No State or political subdivision thereof shall impose any tax on any change in beneficial or record ownership of securities effected through the facilities of a registered clearing agency or registered transfer agent or any nominee thereof or custodian therefor or upon the delivery or transfer of securities to or through or receipt from such agency or agent or any nominee thereof or custodian therefor, unless such change in beneficial or record ownership or such transfer or delivery or receipt would otherwise be taxable by such State or political subdivision if the facilities of such registered clearing agency, registered transfer agent, or any nominee thereof or custodian therefor were not physically located in the taxing State or political subdivision. No State or political subdivision thereof shall impose any tax on securities which are deposited in or retained by a registered clearing agency, registered transfer agent, or any nominee thereof or custodian therefor, unless such securities would otherwise be taxable by such State or political subdivision if the facilities of such registered clearing agency, registered transfer agent, or any nominee thereof or custodian therefor were not physically located in the taxing State or political subdivision. **(e) Exchange, broker, and dealer commissions; brokerage and research services** (1) No person using the mails, or any means or instrumentality of interstate commerce, in the exercise of investment discretion with respect to an account shall be deemed to have acted unlawfully or to have breached a fiduciary duty under State or Federal law unless expressly provided to the contrary by a law enacted by the Congress or any State subsequent to June 4, 1975, solely by reason of his having caused the account to pay a member of an exchange, broker, or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of an exchange, broker, or dealer would have charged for effecting that transaction, if such person determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such member, broker, or dealer, viewed in terms of either that particular transaction or his overall responsibilities with respect to the accounts as to which he exercises investment discretion. This subsection is exclusive and plenary insofar as conduct is covered by the foregoing, unless otherwise expressly provided by contract: Provided, however, That nothing in this subsection shall be construed to impair or limit the power of the Commission under any other provision of this chapter or otherwise. (2) A person exercising investment discretion with respect to an account shall make such disclosure of his policies and practices with respect to commissions that will be paid for effecting securities transactions, at such times and in such manner, as the appropriate regulatory agency, by rule, may prescribe as necessary or appropriate in the public interest or for the protection of investors. (3) For purposes of this subsection a person provides brokerage and research services insofar as he— (A) furnishes advice, either directly or through publications or writings, as to the value of securities, the advisability of investing in, purchasing, or selling securities, and the availability of securities or purchasers or sellers of securities; (B) furnishes analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy, and the performance of accounts; or (C) effects securities transactions and performs functions incidental thereto (such as clearance, settlement, and custody) or required in connection therewith by rules of the Commission or a self-regulatory organization of which such person is a member or person associated with a member or in which such person is a participant. (4) The provisions of this subsection shall not apply with regard to securities that are security futures products. **(f) Limitations on remedies** (1) **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— (A) a misrepresentation or omission of a material fact in connection with the purchase or sale of a covered security; or (B) that the defendant used or employed any manipulative or deceptive device or contrivance in connection with the purchase or sale of a covered security. (2) **Removal of covered class actions** — Any covered class action brought in any State court involving a covered security, as set forth in paragraph (1), shall be removable to the Federal district court for the district in which the action is pending, and shall be subject to paragraph (1). (3) **Preservation of certain actions** (A) *Actions under State law of State of incorporation* (i) *Actions preserved* — Notwithstanding paragraph (1) or (2), a covered class action described in clause (ii) of this subparagraph that is based upon the statutory or common law of the State in which the issuer is incorporated (in the case of a corporation) or organized (in the case of any other entity) may be maintained in a State or Federal court by a private party. (ii) *Permissible actions* — A covered class action is described in this clause 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 an issuer that— (aa) is made by or on behalf of the issuer or an affiliate of the issuer to holders of equity securities of the issuer; and (bb) concerns decisions of such equity holders with respect to voting their securities, acting in response to a tender or exchange offer, or exercising dissenters’ or appraisal rights. (B) *State actions* (i) *In general* — Notwithstanding any other provision of this subsection, nothing in this subsection may be construed to preclude a State or political subdivision thereof or a State pension plan from bringing an action involving a covered security on its own behalf, or as a member of a class comprised solely of other States, political subdivisions, or State pension plans that are named plaintiffs, and that have authorized participation, in such action. (ii) *State pension plan defined* — For purposes of this subparagraph, the term “State pension plan” means a pension plan established and maintained for its employees by the government of a State or political subdivision thereof, or by any agency or instrumentality thereof. (C) *Actions under contractual agreements between issuers and indenture trustees* — Notwithstanding paragraph (1) or (2), a covered class action that seeks to enforce a contractual agreement between an issuer and an indenture trustee may be maintained in a State or Federal court by a party to the agreement or a successor to such party. (D) *Remand of removed actions* — In an action that has been removed from a State court pursuant to paragraph (2), if the Federal court determines that the action may be maintained in State court pursuant to this subsection, the Federal court shall remand such action to such State court. (4) **Preservation of State jurisdiction** — The securities commission (or any agency or office performing like functions) of any State shall retain jurisdiction under the laws of such State to investigate and bring enforcement actions. (5) **Definitions** — For purposes of this subsection, the following definitions shall apply: (A) *Affiliate of the issuer* — The term “affiliate of the issuer” means a person that directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with, the issuer. (B) *Covered class action* — 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. (C) *Exception for derivative actions* — Notwithstanding subparagraph (B), the term “covered class action” does not include an exclusively derivative action brought by one or more shareholders on behalf of a corporation. (D) *Counting of certain class members* — For purposes of this paragraph, a corporation, investment company, pension plan, partnership, or other entity, shall be treated as one person or prospective class member, but only if the entity is not established for the purpose of participating in the action. (E) *Covered security* — The term “covered security” means a security that satisfies the standards for a covered security specified in paragraph (1) or (2) of section 18(b) of the Securities Act of 1933 [[15 U.S.C. 77r(b)](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77r/b&num=0&edition=prelim)], at the time during which it is alleged that the misrepresentation, omission, or manipulative or deceptive conduct occurred, except that such term shall not include any debt security that is exempt from registration under the Securities Act of 1933 [[15 U.S.C. 77a](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77a&num=0&edition=prelim) et seq.] pursuant to rules issued by the Commission under section 4(2) 11 See References in Text note below. of that Act [[15 U.S.C. 77d(a)(2)](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77d/a/2&num=0&edition=prelim)]. (F) *Rule of construction* — Nothing in this paragraph shall be construed to affect the discretion of a State court in determining whether actions filed in such court should be joined, consolidated, or otherwise allowed to proceed as a single action.

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

15 U.S.C. § 78b — Necessity for regulation

For the reasons hereinafter enumerated, transactions in securities as commonly conducted upon securities exchanges and over-the-counter markets are effected with a national public interest which makes it necessary to provide for regulation and control of such transactions and of practices and matters related thereto, including transactions by officers, directors, and principal security holders, to require appropriate reports, to remove impediments to and perfect the mechanisms of a national market system for securities and a national system for the clearance and settlement of securities transactions and the safeguarding of securities and funds related thereto, and to impose requirements necessary to make such regulation and control reasonably complete and effective, in order to protect interstate commerce, the national credit, the Federal taxing power, to protect and make more effective the national banking system and Federal Reserve System, and to insure the maintenance of fair and honest markets in such transactions: (1) Such transactions (a) are carried on in large volume by the public generally and in large part originate outside the States in which the exchanges and over-the-counter markets are located and/or are effected by means of the mails and instrumentalities of interstate commerce; (b) constitute an important part of the current of interstate commerce; (c) involve in large part the securities of issuers engaged in interstate commerce; (d) involve the use of credit, directly affect the financing of trade, industry, and transportation in interstate commerce, and directly affect and influence the volume of interstate commerce; and affect the national credit. (2) The prices established and offered in such transactions are generally disseminated and quoted thro

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15 U.S.C. § 78a — Short title

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

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15 U.S.C. § 77a — Short title

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

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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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15 U.S.C. § 78d — Securities and Exchange Commission

**(a) Establishment; composition; limitations on commissioners; terms of office** There is hereby established a Securities and Exchange Commission (hereinafter referred to as the “Commission”) to be composed of five commissioners to be appointed by the President by and with the advice and consent of the Senate. Not more than three of such commissioners shall be members of the same political party, and in making appointments members of different political parties shall be appointed alternately as nearly as may be practicable. No commissioner shall engage in any other business, vocation, or employment than that of serving as commissioner, nor shall any commissioner participate, directly or indirectly, in any stock-market operations or transactions of a character subject to regulation by the Commission pursuant to this chapter. Each commissioner shall hold office for a term of five years and until his successor is appointed and has qualified, except that he shall not so continue to serve beyond the expiration of the next session of Congress subsequent to the expiration of said fixed term of office, and except (1) any commissioner appointed to fill a vacancy occurring prior to the expiration of the term for which his predecessor was appointed shall be appointed for the remainder of such term, and (2) the terms of office of the commissioners first taking office after June 6, 1934, shall expire as designated by the President at the time of nomination, one at the end of one year, one at the end of two years, one at the end of three years, one at the end of four years, and one at the end of five years, after June 6, 1934. **(b) Appointment and compensation of staff and leasing authority** (1) **Appointment and compensation** — The Commission shall appoint and compensate offic

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15 U.S.C. § 77p — Additional remedies; limitation on remedies

**(a) Remedies additional** Except as provided in subsection (b), the rights and remedies provided by this subchapter shall be in addition to any and all other rights and remedies that may exist at law or in equity. **(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** Any covered class action brought in any State court involving a covered security, as set forth in subsection (b), shall be removable to the Federal district court for the district in which the action is pending, and shall be subject to subsection (b). **(d) Preservation of certain actions** (1) **Actions under State law of State of incorporation** (A) *Actions preserved* — Notwithstanding subsection (b) or (c), a covered class action described in subparagraph (B) of this paragraph that is based upon the statutory or common law of the State in which the issuer is incorporated (in the case of a corporation) or organized (in the case of any other entity) may be maintained in a State or Federal court by a private party. (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 communicat

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

15 U.S.C. § 77a — Short title

Page 119 TITLE 15—COMMERCE AND TRADE § 77b 7025, set out as a note under section 301 of Title 3, The President. CHAPTER 2A—SECURITIES AND TRUST INDENTURES SUBCHAPTER I—DOMESTIC SECURITIES Sec. 77a. Short title. 77b. Definitions; promotion of efficiency, competi- tion, and capital formation. 77b–1. Swap agreements. 77c. Classes of securities under this subchapter. 77d. Exempted transactions. 77d–1. Requirements with respect to certain small transactions. 77e. Prohibitions relating to interstate commerce and the mails. 77f. Registration of securities. 77g. Information required in registration state- ment. 77h. Taking effect of registration statements and amendments thereto. 77h–1. Cease-and-desist proceedings. 77i. Court review of orders. 77j. Information required in prospectus. 77k. Civil liabilities on account of false registra- tion statement. 77l. Civil liabilities arising in connection with prospectuses and communications. 77m. Limitation of actions. 77n. Contrary stipulations void. 77o. Liability of controlling persons. 77p. Additional remedies; limitation on remedies. 77q. Fraudulent interstate transactions. 77r. Exemption from State regulation of securi- ties offerings. 77r–1. Preemption of State law. 77s. Special powers of Commission. 77t. Injunctions and prosecution of offenses. 77u. Hearings by Commission. 77v. Jurisdiction of offenses and suits. 77w. Unlawful representations. 77x. Penalties. 77y. Jurisdiction of other Government agencies over securities. 77z. Separability. 77z–1. Private securities litigation. 77z–2. Application of safe harbor for forward-look- ing statements. 77z–2a. Conflicts of interest relating to certain securitizations. 77z–3. General exemptive authority. 77z

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

15 U.S.C. § 77d — Exempted transactions

**(a) In general** The provisions of [section 77e of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77e&num=0&edition=prelim) shall not apply to— (1) transactions by any person other than an issuer, underwriter, or dealer. (2) transactions by an issuer not involving any public offering. (3) transactions by a dealer (including an underwriter no longer acting as an underwriter in respect of the security involved in such transaction), except— (A) transactions taking place prior to the expiration of forty days after the first date upon which the security was bona fide offered to the public by the issuer or by or through an underwriter, (B) transactions in a security as to which a registration statement has been filed taking place prior to the expiration of forty days after the effective date of such registration statement or prior to the expiration of forty days after the first date upon which the security was bona fide offered to the public by the issuer or by or through an underwriter after such effective date, whichever is later (excluding in the computation of such forty days any time during which a stop order issued under [section 77h of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77h&num=0&edition=prelim) is in effect as to the security), or such shorter period as the Commission may specify by rules and regulations or order, and (C) transactions as to securities constituting the whole or a part of an unsold allotment to or subscription by such dealer as a participant in the distribution of such securities by the issuer or by or through an underwriter. With respect to transactions referred to in clause (B), if securities of the issuer have not previously been sold pursuan

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

15 U.S.C. § 77d — Exempted transactions

Page 130 TITLE 15—COMMERCE AND TRADE § 77d 1 See References in Text note below. § 77d. Exempted transactions (a) In general The provisions of section 77e of this title shall not apply to— (1) transactions by any person other than an issuer, underwriter, or dealer. (2) transactions by an issuer not involving any public offering. (3) transactions by a dealer (including an un- derwriter no longer acting as an underwriter in respect of the security involved in such transaction), except— (A) transactions taking place prior to the expiration of forty days after the first date upon which the security was bona fide of- fered to the public by the issuer or by or through an underwriter, (B) transactions in a security as to which a registration statement has been filed tak- ing place prior to the expiration of forty days after the effective date of such registra- tion statement or prior to the expiration of forty days after the first date upon which the security was bona fide offered to the public by the issuer or by or through an un- derwriter after such effective date, which- ever is later (excluding in the computation of such forty days any time during which a stop order issued under section 77h of this title is in effect as to the security), or such shorter period as the Commission may speci- fy by rules and regulations or order, and (C) transactions as to securities consti- tuting the whole or a part of an unsold allot- ment to or subscription by such dealer as a participant in the distribution of such secu- rities by the issuer or by or through an un- derwriter. With respect to transactions referred to in clause (B), if securities of the issuer have not previously been sold pursuant to an earlier ef- fective registration statement the applicable

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

15 U.S.C. § 77r — Exemption from State regulation of securities offerings

**(a) Scope of exemption** Except as otherwise provided in this section, no law, rule, regulation, or order, or other administrative action of any State or any political subdivision thereof— (1) requiring, or with respect to, registration or qualification of securities, or registration or qualification of securities transactions, shall directly or indirectly apply to a security that— (A) is a covered security; or (B) will be a covered security upon completion of the transaction; (2) shall directly or indirectly prohibit, limit, or impose any conditions upon the use of— (A) with respect to a covered security described in subsection (b), any offering document that is prepared by or on behalf of the issuer; or (B) any proxy statement, report to shareholders, or other disclosure document relating to a covered security or the issuer thereof that is required to be and is filed with the Commission or any national securities organization registered under section 78o–3 of this title, except that this subparagraph does not apply to the laws, rules, regulations, or orders, or other administrative actions of the State of incorporation of the issuer; or (3) shall directly or indirectly prohibit, limit, or impose conditions, based on the merits of such offering or issuer, upon the offer or sale of any security described in paragraph (1). **(b) Covered securities** For purposes of this section, the following are covered securities: (1) **Exclusive Federal registration of nationally traded securities** — A security is a covered security if such security is— (A) a security designated as qualified for trading in the national market system pursuant to [section 78k–1(a)(2) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78k–1/a

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