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15 U.S.C. § 77m — Limitation of actions
Federal law — U.S. Code and appendices · legal_authorities
No action shall be maintained to enforce any liability created under section 77k or 77l(a)(2) of this title unless brought within one year after the discovery of the untrue statement or the omission, or after such discovery should have been made by the exercise of reasonable diligence, or, if the action is to enforce a liability created under section 77l(a)(1) of this title, unless brought within one year after the violation upon which it is based. In no event shall any such action be brought to enforce a liability created under section 77k or 77l(a)(1) of this title more than three years after the security was bona fide offered to the public, or under section 77l(a)(2) of this title more than three years after the sale.
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Stable record: federal_law:legal_authorities:record_usc_e09882c67a8e79012fad652a
Source file: Laws/federal/codes/united-states-code/title-15/section-77m-limitation-of-actions--0b5f60e4dc.md
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Passage SHA-256: 58b0ef7c21c1cd11646bf59ce8fb8cfef8d4cc62eb664783a45cb88e4a9eda8b
Source location: Title 15, Chapter 2A, § 77m; chapter-2a-securities-and-trust-indentures.md
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No action shall be maintained to enforce any liability created under section 77k or 77l(a)(2) of this title unless brought within one year after the discovery of the untrue statement or the omission, or after such discovery should have been made by the exercise of reasonable diligence, or, if the action is to enforce a liability created under section 77l(a)(1) of this title, unless brought within one year after the violation upon which it is based. In no event shall any such action be brought to enforce a liability created under section 77k or 77l(a)(1) of this title more than three years after the security was bona fide offered to the public, or under section 77l(a)(2) of this title more than three years after the sale.
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Federal law — U.S. Code and appendices · legal_authorities
In this title the following definitions shall apply:
(1) The term “accountant” means accountant authorized under applicable law to practice public accounting, and includes professional accounting association, corporation, or partnership, if so authorized.
(2) The term “affiliate” means—
(A) entity that directly or indirectly owns, controls, or holds with power to vote, 20 percent or more of the outstanding voting securities of the debtor, other than an entity that holds such securities—
(i) in a fiduciary or agency capacity without sole discretionary power to vote such securities; or
(ii) solely to secure a debt, if such entity has not in fact exercised such power to vote;
(B) corporation 20 percent or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by the debtor, or by an entity that directly or indirectly owns, controls, or holds with power to vote, 20 percent or more of the outstanding voting securities of the debtor, other than an entity that holds such securities—
(i) in a fiduciary or agency capacity without sole discretionary power to vote such securities; or
(ii) solely to secure a debt, if such entity has not in fact exercised such power to vote;
(C) person whose business is operated under a lease or operating agreement by a debtor, or person substantially all of whose property is operated under an operating agreement with the debtor; or
(D) entity that operates the business or substantially all of the property of the debtor under a lease or operating agreement.
(3) The term “assisted person” means any person whose debts consist primarily of consumer debts and the value of whose nonexempt property is less than $150,000.11 See Adjustment of Dollar Amounts not
Source: Supplied U.S. Code snapshot — release unconfirmed · 11 U.S.C. § 101
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Requirements on intermediaries** A person acting as an intermediary in a transaction involving the offer or sale of securities for the account of others pursuant to section 77d(6) 11 See References in Text note below. of this title shall—
(1) register with the Commission as—
(A) a broker; or
(B) a funding portal (as defined in section 78c(a)(80) 22 So in original. Two pars. (a)(80) of section 78c have been enacted. of this title);
(2) register with any applicable self-regulatory organization (as defined in [section 78c(a)(26) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78c/a/26&num=0&edition=prelim));
(3) provide such disclosures, including disclosures related to risks and other investor education materials, as the Commission shall, by rule, determine appropriate;
(4) ensure that each investor—
(A) reviews investor-education information, in accordance with standards established by the Commission, by rule;
(B) positively affirms that the investor understands that the investor is risking the loss of the entire investment, and that the investor could bear such a loss; and
(C) answers questions demonstrating—
(i) an understanding of the level of risk generally applicable to investments in startups, emerging businesses, and small issuers;
(ii) an understanding of the risk of illiquidity; and
(iii) an understanding of such other matters as the Commission determines appropriate, by rule;
(5) take such measures to reduce the risk of fraud with respect to such transactions, as established by the Commission, by rule, including obtaining a background and securities enforcement regulatory history check on each officer, director, and person holding more than 20 percent of the outstanding equity o
Source: Supplied U.S. Code snapshot — release unconfirmed · 15 U.S.C. § 77d–1
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Registration statement; contents** In registering 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.], any security of which it is the issuer, a registered investment company, in lieu of furnishing a registration statement containing the information and documents specified in schedule A of said Act [[15 U.S.C. 77aa](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77aa&num=0&edition=prelim)], may file a registration statement containing the following information and documents:
(1) such copies of the registration statement filed by such company under this subchapter, and of such reports filed by such company pursuant to [section 80a–29 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section80a-29&num=0&edition=prelim) or such copies of portions of such registration statement and reports, as the Commission shall designate by rules and regulations; and
(2) such additional information and documents (including a prospectus) as the Commission shall prescribe by rules and regulations as necessary or appropriate in the public interest or for the protection of investors.
**(b) Filing of three copies of advertisement, pamphlet, etc. in connection with public offering; time of filing** It shall be unlawful for any of the following companies, or for any underwriter for such a company, in connection with a public offering of any security of which such company is the issuer, to make use of the mails or any means or instrumentalities of interstate commerce, to transmit any advertisement, pamphlet, circular, form letter, or other sales literature addressed to or intended for distribution to prospective inves
Source: Supplied U.S. Code snapshot — release unconfirmed · 15 U.S.C. § 80a–24
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Federal law — U.S. Code and appendices · legal_authorities
Page 151
TITLE 15—COMMERCE AND TRADE
§ 77n
such Commission, see Reorg. Plan No. 10 of 1950, §§ 1, 2,
eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under
section 78d of this title.
§ 77l. Civil liabilities arising in connection with
prospectuses and communications
(a) In general
Any person who—
(1) offers or sells a security in violation of
section 77e of this title, or
(2) offers or sells a security (whether or not
exempted by the provisions of section 77c of
this title, other than paragraphs (2) and (14) of
subsection (a) of said section), by the use of
any means or instruments of transportation or
communication in interstate commerce or of
the mails, by means of a prospectus or oral
communication, which includes an untrue
statement of a material fact or omits to state
a material fact necessary in order to make the
statements, in the light of the circumstances
under which they were made, not misleading
(the purchaser not knowing of such untruth or
omission), and who shall not sustain the bur-
den of proof that he did not know, and in the
exercise of reasonable care could not have
known, of such untruth or omission,
shall be liable, subject to subsection (b), to the
person purchasing such security from him, who
may sue either at law or in equity in any court
of competent jurisdiction, to recover the consid-
eration paid for such security with interest
thereon, less the amount of any income received
thereon, upon the tender of such security, or for
damages if he no longer owns the security.
(b) Loss causation
In an action described in subsection (a)(2), if
the person who offered or sold such security
proves that any portion or all of the amount re-
coverable under subsection (a)(2) represents
other than the depreciation in val
Source: Supplied 2024 U.S. Code historical extraction · 15 U.S.C. § 77m
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