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15 U.S.C. § 77l — Civil liabilities arising in connection with prospectuses and communications
Federal law — U.S. Code and appendices · legal_authorities
**(a) In general** Any person who—
(1) offers or sells a security in violation of [section 77e of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77e&num=0&edition=prelim), or
(2) offers or sells a security (whether or not exempted by the provisions of [section 77c of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77c&num=0&edition=prelim), 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 burden 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 consideration 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 recoverable under subsection (a)(2) represents other than the depreciation in value of the subject security resulting from such part of the prospectus or oral communication, wit
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Source file: Laws/federal/codes/united-states-code/title-15/section-77l-civil-liabilities-arising-in-connection-with-prospectuses-and-communicat--9713d89018.md
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Source location: Title 15, Chapter 2A, § 77l; chapter-2a-securities-and-trust-indentures.md
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**(a) In general** Any person who—
(1) offers or sells a security in violation of [section 77e of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77e&num=0&edition=prelim), or
(2) offers or sells a security (whether or not exempted by the provisions of [section 77c of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77c&num=0&edition=prelim), 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 burden 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 consideration 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 recoverable under subsection (a)(2) represents other than the depreciation in value of the subject security resulting from such part of the prospectus or oral communication, with respect to which the liability of that person is asserted, not being true or omitting to state a material fact required to be stated therein or necessary to make the statement not misleading, then such portion or amount, as the case may be, shall not be recoverable.
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Federal law — U.S. Code and appendices · legal_authorities
**(a)** The district courts of the United States shall have jurisdiction to prevent and restrain violations of section 1962 of this chapter by issuing appropriate orders, including, but not limited to: ordering any person to divest himself of any interest, direct or indirect, in any enterprise; imposing reasonable restrictions on the future activities or investments of any person, including, but not limited to, prohibiting any person from engaging in the same type of endeavor as the enterprise engaged in, the activities of which affect interstate or foreign commerce; or ordering dissolution or reorganization of any enterprise, making due provision for the rights of innocent persons.
**(b)** The Attorney General may institute proceedings under this section. Pending final determination thereof, the court may at any time enter such restraining orders or prohibitions, or take such other actions, including the acceptance of satisfactory performance bonds, as it shall deem proper.
**(c)** Any person injured in his business or property by reason of a violation of section 1962 of this chapter may sue therefor in any appropriate United States district court and shall recover threefold the damages he sustains and the cost of the suit, including a reasonable attorney’s fee, except that no person may rely upon any conduct that would have been actionable as fraud in the purchase or sale of securities to establish a violation of section 1962. The exception contained in the preceding sentence does not apply to an action against any person that is criminally convicted in connection with the fraud, in which case the statute of limitations shall start to run on the date on which the conviction becomes final.
**(d)** A final judgment or decree rendered in favor of the United States in
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Sale or delivery after sale of unregistered securities** Unless a registration statement is in effect as to a security, it shall be unlawful for any person, directly or indirectly—
(1) to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to sell such security through the use or medium of any prospectus or otherwise; or
(2) to carry or cause to be carried through the mails or in interstate commerce, by any means or instruments of transportation, any such security for the purpose of sale or for delivery after sale.
**(b) Necessity of prospectus meeting requirements of [section 77j of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77j&num=0&edition=prelim)** It shall be unlawful for any person, directly or indirectly—
(1) to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to carry or transmit any prospectus relating to any security with respect to which a registration statement has been filed under this subchapter, unless such prospectus meets the requirements of [section 77j of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77j&num=0&edition=prelim); or
(2) to carry or cause to be carried through the mails or in interstate commerce any such security for the purpose of sale or for delivery after sale, unless accompanied or preceded by a prospectus that meets the requirements of subsection (a) of [section 77j of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section77j&num=0&edition=prelim).
**(c) Necessity of filing registration statement** It shall be unlawful for any person, directly or indirectly, to make use of any means
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Exempted securities** Except as hereinafter expressly provided, the provisions of this subchapter shall not apply to any of the following classes of securities:
(1) Reserved.
(2) Any security issued or guaranteed by the United States or any territory thereof, or by the District of Columbia, or by any State of the United States, or by any political subdivision of a State or territory, or by any public instrumentality of one or more States or territories, or by any person controlled or supervised by and acting as an instrumentality of the Government of the United States pursuant to authority granted by the Congress of the United States; or any certificate of deposit for any of the foregoing; or any security issued or guaranteed by any bank; or any security issued by or representing an interest in or a direct obligation of a Federal Reserve bank; or any interest or participation in any common trust fund or similar fund that is excluded from the definition of the term “investment company” under section 3(c)(3) of the Investment Company Act of 1940 [[15 U.S.C. 80a–3(c)(3)](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section80a–3/c/3&num=0&edition=prelim)]; or any security which is an industrial development bond (as defined in section 103(c)(2) 11 See References in Text note below. of title 26) the interest on which is excludable from gross income under section 103(a)(1) 1 of title 26 if, by reason of the application of paragraph (4) or (6) of section 103(c) 1 of title 26 (determined as if paragraphs (4)(A), (5), and (7) were not included in such section 103(c)),1 paragraph (1) of such section 103(c) 1 does not apply to such security; or any interest or participation in a single trust fund, or in a collective trust fund maintained by a bank, o
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Federal law — U.S. Code and appendices · legal_authorities
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
This subchapter may be cited as the “Securities Act of 1933”.
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Federal law — U.S. Code and appendices · legal_authorities
**(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
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. § 77l
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