15 U.S.C. § 77k

Civil liabilities on account of false registration statement

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(a) Persons possessing cause of action; persons liableIn case any part of the registration statement, when such part became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, any person acquiring such security (unless it is proved that at the time of such acquisition he knew of such untruth or omission) may, either at law or in equity, in any court of competent jurisdiction, sue—(1) every person who signed the registration statement;(2) every person who was a director of (or person performing similar functions) or partner in the issuer at the time of the filing of the part of the registration statement with respect to which his liability is asserted;(3) every person who, with his consent, is named in the registration statement as being or about to become a director, person performing similar functions, or partner;(4) every accountant, engineer, or appraiser, or any person whose profession gives authority to a statement made by him, who has with his consent been named as having prepared or certified any part of the registration statement, or as having prepared or certified any report or valuation which is used in connection with the registration statement, with respect to the statement in such registration statement, report, or valuation, which purports to have been prepared or certified by him;(5) every underwriter with respect to such security.If such person acquired the security after the issuer has made generally available to its security holders an earning statement covering a period of at least twelve months beginning after the effective date of the registration statement, then the right of recovery under this subsection shall be conditioned on proof that such person acquired the security relying upon such untrue statement in the registration statement or relying upon the registration statement and not knowing of such omission, but such reliance may be established without proof of the reading of the registration statement by such person.(b) Persons exempt from liability upon proof of issuesNotwithstanding the provisions of subsection (a) no person, other than the issuer, shall be liable as provided therein who shall sustain the burden of proof—(1) that before the effective date of the part of the registration statement with respect to which his liability is asserted (A) he had resigned from or had taken such steps as are permitted by law to resign from, or ceased or refused to act in, every office, capacity, or relationship in which he was described in the registration statement as acting or agreeing to act, and (B) he had advised the Commission and the issuer in writing that he had taken such action and that he would not be responsible for such part of the registration statement; or(2) that if such part of the registration statement became effective without his knowledge, upon becoming aware of such fact he forthwith acted and advised the Commission, in accordance with paragraph (1) of this subsection, and, in addition, gave reasonable public notice that such part of the registration statement had become effective without his knowledge; or(3) that (A) as regards any part of the registration statement not purporting to be made on the authority of an expert, and not purporting to be a copy of or extract from a report or valuation of an expert, and not purporting to be made on the authority of a public official document or statement, he had, after reasonable investigation, reasonable ground to believe and did believe, at the time such part of the registration statement became effective, that the statements therein were true and that there was no omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (B) as regards any part of the registration statement purporting to be made upon his authority as an expert or purporting to be a copy of or extract from a report or valuation of himself as an expert, (i) he had, after reasonable investigation, reasonable ground to believe and did believe, at the time such part of the registration statement became effective, that the statements therein were true and that there was no omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) such part of the registration statement did not fairly represent his statement as an expert or was not a fair copy of or extract from his report or valuation as an expert; and (C) as regards any part of the registration statement purporting to be made on the authority of an expert (other than himself) or purporting to be a copy of or extract from a report or valuation of an expert (other than himself), he had no reasonable ground to believe and did not believe, at the time such part of the registration statement became effective, that the statements therein were untrue or that there was an omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that such part of the registration statement did not fairly represent the statement of the expert or was not a fair copy of or extract from the report or valuation of the expert; and (D) as regards any part of the registration statement purporting to be a statement made by an official person or purporting to be a copy of or extract from a public official document, he had no reasonable ground to believe and did not believe, at the time such part of the registration statement became effective, that the statements therein were untrue, or that there was an omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that such part of the registration statement did not fairly represent the statement made by the official person or was not a fair copy of or extract from the public official document.(c) Standard of reasonableness

In determining, for the purpose of paragraph (3) of subsection (b) of this section, what constitutes reasonable investigation and reasonable ground for belief, the standard of reasonableness shall be that required of a prudent man in the management of his own property.

(d) Effective date of registration statement with regard to underwriters

If any person becomes an underwriter with respect to the security after the part of the registration statement with respect to which his liability is asserted has become effective, then for the purposes of paragraph (3) of subsection (b) of this section such part of the registration statement shall be considered as having become effective with respect to such person as of the time when he became an underwriter.

(e) Measure of damages; undertaking for payment of costs

The suit authorized under subsection (a) may be to recover such damages as shall represent the difference between the amount paid for the security (not exceeding the price at which the security was offered to the public) and (1) the value thereof as of the time such suit was brought, or (2) the price at which such security shall have been disposed of in the market before suit, or (3) the price at which such security shall have been disposed of after suit but before judgment if such damages shall be less than the damages representing the difference between the amount paid for the security (not exceeding the price at which the security was offered to the public) and the value thereof as of the time such suit was brought: Provided, That if the defendant proves that any portion or all of such damages represents other than the depreciation in value of such security resulting from such part of the registration statement, with respect to which his liability is asserted, not being true or omitting to state a material fact required to be stated therein or necessary to make the statements therein not misleading, such portion of or all such damages shall not be recoverable. In no event shall any underwriter (unless such underwriter shall have knowingly received from the issuer for acting as an underwriter some benefit, directly or indirectly, in which all other underwriters similarly situated did not share in proportion to their respective interests in the underwriting) be liable in any suit or as a consequence of suits authorized under subsection (a) for damages in excess of the total price at which the securities underwritten by him and distributed to the public were offered to the public. In any suit under this or any other section of this subchapter the court may, in its discretion, require an undertaking for the payment of the costs of such suit, including reasonable attorney’s fees, and if judgment shall be rendered against a party litigant, upon the motion of the other party litigant, such costs may be assessed in favor of such party litigant (whether or not such undertaking has been required) if the court believes the suit or the defense to have been without merit, in an amount sufficient to reimburse him for the reasonable expenses incurred by him, in connection with such suit, such costs to be taxed in the manner usually provided for taxing of costs in the court in which the suit was heard.

(f) Joint and several liability; liability of outside director(1) Except as provided in paragraph (2), all or any one or more of the persons specified in subsection (a) shall be jointly and severally liable, and every person who becomes liable to make any payment under this section may recover contribution as in cases of contract from any person who, if sued separately, would have been liable to make the same payment, unless the person who has become liable was, and the other was not, guilty of fraudulent misrepresentation.(2)(A) The liability of an outside director under subsection (e) shall be determined in accordance with section 78u–4(f) of this title.(B) For purposes of this paragraph, the term “outside director” shall have the meaning given such term by rule or regulation of the Commission.(g) Offering price to public as maximum amount recoverable

In no case shall the amount recoverable under this section exceed the price at which the security was offered to the public.

(May 27, 1933, ch. 38, title I, § 11, 48 Stat. 82; June 6, 1934, ch. 404, title II, § 206, 48 Stat. 907; Pub. L. 104–67, title II, § 201(b), Dec. 22, 1995, 109 Stat. 762; Pub. L. 105–353, title III, § 301(a)(2), Nov. 3, 1998, 112 Stat. 3235.)Editorial NotesAmendments

1998—Subsec. (f)(2)(A). Pub. L. 105–353 made technical amendment to reference in original act which appears in text as reference to section 78u–4(f) of this title.

1995—Subsec. (f). Pub. L. 104–67 designated existing provisions as par. (1), substituted “Except as provided in paragraph (2), all” for “All”, and added par. (2).

1934—Subsec. (a). Act June 6, 1934, inserted last par.

Subsecs. (b)(3), (c) to (e). Act June 6, 1934, amended subsecs. (b)(3) and (c) to (e).

Statutory Notes and Related SubsidiariesEffective Date of 1995 Amendment

Pub. L. 104–67, title II, § 202, Dec. 22, 1995, 109 Stat. 762, provided that: “The amendments made by this title [amending this section and section 78u–4 of this title] shall not affect or apply to any private action arising under the securities laws commenced before and pending on the date of enactment of this Act [Dec. 22, 1995].”

Construction of 1995 Amendment

Nothing in amendment by Pub. L. 104–67 to be deemed to create or ratify any implied right of action, or to prevent Commission, by rule or regulation, from restricting or otherwise regulating private actions under Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.), see section 203 of Pub. L. 104–67, set out as a Construction note under section 78j–1 of this title.

Executive DocumentsTransfer of Functions

For transfer of functions of Securities and Exchange Commission, with certain exceptions, to Chairman of 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.

Notes of Decisions

Cited in 1,673 cases (219 in the last 5 years), 1937–2026 · leading case: Genesee Cnty. Employees' Ret. Sys. v. Thornburg Mortg. Sec. Trust, 825 F. Supp. 2d 1082 (D.N.M. 2011).

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Genesee Cnty. Employees' Ret. Sys. v. Thornburg Mortg. Sec. Trust, 825 F. Supp. 2d 1082 (D.N.M. 2011). · cites it 22× “14 Against the Depositor Defendants, the Individual Defendants, and the Underwriter Defendants, the Plaintiffs assert claims under section 11 of the Securities Act of 1933, 15 U.S.C. § 77k, and section 12(a)(2) of the Securities Act, 15 U.”

Ernst & Ernst v. Hochfelder, 425 U.S. 185 (1976). · cites it 8× “82 , as amended, 15 U. S. C. § 77k (b) (3) (B) (liability of "experts," such as accountants, for misleading statements in portions of registration statements for which they are responsible).”

In Re Initial Pub. Offering Sec. Litig., 241 F. Supp. 2d 281 (S.D.N.Y. 2003). · cites it 10× “¶¶ 60-68; see also 15 U.S.C. § 77k. Second, that NeSmith, Malcom and Johnson are liable under Section 15 of the Securities Act, which holds a controlling person liable for a company’s Section 11 violation.”

In Re Morgan Stanley Info. Fund Sec., 592 F.3d 347 (2d Cir. 2010). · cites it 8× “The Sufficiency of Plaintiffs’ Allegations Collectively, the language of sections 11 and 12(a)(2) creates three potential bases for liability based on registration statements and prospectuses filed with the SEC: (1) a misrepresentation; (2) an omission in contravention of an…”

In Re Enron Corp. Sec., Derivative & ERISA Lit., 258 F. Supp. 2d 576 (S.D. Tex. 2003). · cites it 14× “he University of California’s consolidated com *586 plaint in the above referenced putative class action, brought on behalf of purchasers of Enron Corporation’s publicly traded equity and debt securities during a proposed federal Class Period from October 19,1998 through…”

City of Dearborn Heights Act 345 Police & Fire Ret. Sys. v. Align Tech., Inc., 856 F.3d 605 (9th Cir. 2017). · cites it 6× “2009), which held that for claims under Section 11 of the Securities Act of 1933, 15 U.S.C. § 77k(a), misstatements of opinion “can give rise to a claim .”

In Re Enron Corp. Sec., 529 F. Supp. 2d 644 (S.D. Tex. 2006). · cites it 15× “10b-5, and of sections 11, 12(a)(2), and 15 of the Securities Act of 1933, 15 U.S.C. §§ 77k, 771(a), and 77o, 1 during a proposed Class Period commencing on October 19, 1998 and ending November 27, 2001.”

NECA-IBEW Health & Welfare Fund v. Goldman Sachs & Co., 693 F.3d 145 (2d Cir. 2012). · cites it 9× “See 15 U.S.C. §§ 77k, l(a)(2), o. This appeal requires us to consider a plaintiffs standing to assert claims on behalf of purchasers of securities issued under the same allegedly false and misleading SEC Form S-3 and base prospectus (together, the “Shelf Registration…”

Rosenzweig v. Azurix Corp., 332 F.3d 854 (5th Cir. 2003). · cites it 6× “See 15 U.S.C. § 77k. It permits a securities purchaser to recover damages against, among others, signatories to a registration statement and directors of the issuer, if the registration statement “contained an untrue statement of material fact or omitted to state a material fact…”

Herman & MacLean v. Huddleston, 459 U.S. 375 (1983). · cites it 7× “82 , as amended, 15 U. S. C. §77k. The second question is whether persons seeking recovery under § 10(b) must prove their cause of action by clear and convincing evidence rather than by a preponderance of the evidence.”

In Re Sterling Foster & Co., Inc., Sec. Lit., 222 F. Supp. 2d 216 (E.D.N.Y 2002). · cites it 15× “288 On February 17, 1999, the plaintiffs filed the Second Amended and Consolidated Class Action Complaint (“Second Amended Complaint”), which alleges that the defendants violated Sections 11 and 12(a)(2) of the Securities Act of 1933 (the “Securities *225 Act”), 15 U.S.C. §§…”

In Re Enron Corp. Sec., Derivative & ERISA Lit., 235 F. Supp. 2d 549 (S.D. Tex. 2002). · cites it 10× “The above referenced putative class action, brought on behalf of purchasers of Enron Corporation’s publicly traded equity and debt securities during a proposed federal Class Period from October 19, 1998 through November 27, 2001, alleges securities violations (1) under Sections…”

Show all 1,673 citing cases →

— 15 U.S.C. § 77k(3) — 1 case

In Re Friedman's, Inc. Sec. Litig., 385 F. Supp. 2d 1345 (N.D. Ga. 2005).

— 15 U.S.C. § 77k(4) — 1 case

In Re Global Crossing, Ltd. Sec. Litig., 313 F. Supp. 2d 189 (S.D.N.Y. 2003).

— 15 U.S.C. § 77k(a) — 647 cases

City of Dearborn Heights Act 345 Police & Fire Ret. Sys. v. Align Tech., Inc., 856 F.3d 605 (9th Cir. 2017). “2009), which held that for claims under Section 11 of the Securities Act of 1933, 15 U.S.C. § 77k(a), misstatements of opinion “can give rise to a claim .”

Genesee Cnty. Employees' Ret. Sys. v. Thornburg Mortg. Sec. Trust, 825 F. Supp. 2d 1082 (D.N.M. 2011). “14 Against the Depositor Defendants, the Individual Defendants, and the Underwriter Defendants, the Plaintiffs assert claims under section 11 of the Securities Act of 1933, 15 U.S.C. § 77k, and section 12(a)(2) of the Securities Act, 15 U.”

In Re Morgan Stanley Info. Fund Sec., 592 F.3d 347 (2d Cir. 2010). “The Sufficiency of Plaintiffs’ Allegations Collectively, the language of sections 11 and 12(a)(2) creates three potential bases for liability based on registration statements and prospectuses filed with the SEC: (1) a misrepresentation; (2) an omission in contravention of an…”

Omnicare, Inc. v. Laborers Dist. Council Constr. Indus. Pension Fund, 135 S. Ct. 1318 (2015).

J & R Mktg., SEP v. Gen. Motors Corp., 549 F.3d 384 (6th Cir. 2008).

— 15 U.S.C. § 77k(a)(1) — 17 cases

Slater v. AG Edwards & Sons, Inc., 719 F.3d 1190 (10th Cir. 2013).

In Re Global Crossing, Ltd. Sec. Litig., 322 F. Supp. 2d 319 (S.D.N.Y. 2004).

Qualcomm v. Am. Wireless Grp., 980 So. 2d 261 (Miss. 2007).

Schwartz v. Celestial Seasonings, Inc., 178 F.R.D. 545 (D. Colo. 1998).

In Re AnnTaylor Stores Sec. Litig., 807 F. Supp. 990 (S.D.N.Y. 1992).

— 15 U.S.C. § 77k(a)(1970) — 1 case

Fed. Sec. L. Rep. P 95,208 Myron Harris v. Am. Inv. Co., 523 F.2d 220 (8th Cir. 1975).

— 15 U.S.C. § 77k(a)(2) — 10 cases

Gustafson v. Alloyd Co., 513 U.S. 561 (1995).

Obasi Inv. Ltd v. Tibet Pharm. Inc, 931 F.3d 179 (3rd Cir. 2019).

Armstrong v. Am. Pallet Leasing Inc., 678 F. Supp. 2d 827 (N.D. Iowa 2009).

Milman v. Box Hill Sys. Corp., 72 F. Supp. 2d 220 (S.D.N.Y. 1999).

In Re AFC Enter., Inc. Sec. Litig., 348 F. Supp. 2d 1363 (N.D. Ga. 2004).

— 15 U.S.C. § 77k(a)(3) — 2 cases

Obasi Inv. Ltd v. Tibet Pharm. Inc, 931 F.3d 179 (3rd Cir. 2019).

In Re Unicapital Corp. Sec. Litig., 149 F. Supp. 2d 1353 (S.D. Fla. 2001).

— 15 U.S.C. § 77k(a)(4) — 44 cases

Bily v. Arthur Young & Co., 834 P.2d 745 (Cal. 1992).

In Re Lehman Bros. Mortg.-Backed Sec., 650 F.3d 167 (2d Cir. 2011).

Armstrong v. Am. Pallet Leasing Inc., 678 F. Supp. 2d 827 (N.D. Iowa 2009).

Herman & MacLean v. Huddleston, 459 U.S. 375 (1983). “82 , as amended, 15 U. S. C. §77k. The second question is whether persons seeking recovery under § 10(b) must prove their cause of action by clear and convincing evidence rather than by a preponderance of the evidence.”

Ho v. Duoyuan Global Water, Inc., 887 F. Supp. 2d 547 (S.D.N.Y. 2012).

— 15 U.S.C. § 77k(a)(5) — 26 cases

In Re Enron Corp. Sec., 529 F. Supp. 2d 644 (S.D. Tex. 2006). “10b-5, and of sections 11, 12(a)(2), and 15 of the Securities Act of 1933, 15 U.S.C. §§ 77k, 771(a), and 77o, 1 during a proposed Class Period commencing on October 19, 1998 and ending November 27, 2001.”

In Re Lehman Bros. Mortg.-Backed Sec., 650 F.3d 167 (2d Cir. 2011).

In Re Enron Corp. Sec., Derivative & ERISA Lit., 258 F. Supp. 2d 576 (S.D. Tex. 2003). “he University of California’s consolidated com *586 plaint in the above referenced putative class action, brought on behalf of purchasers of Enron Corporation’s publicly traded equity and debt securities during a proposed federal Class Period from October 19,1998 through…”

Sec. & Exch. Comm'n v. Tambone, 597 F.3d 436 (1st Cir. 2010).

Sec. & Exch. Comm'n v. Tambone, 550 F.3d 106 (1st Cir. 2008).

— 15 U.S.C. § 77k(a)(l) — 18 cases

Armstrong v. Am. Pallet Leasing Inc., 678 F. Supp. 2d 827 (N.D. Iowa 2009).

Ho v. Duoyuan Global Water, Inc., 887 F. Supp. 2d 547 (S.D.N.Y. 2012).

In Re Refco, Inc. Sec. Litig., 503 F. Supp. 2d 611 (S.D.N.Y. 2007).

In Re Lehman Bros. Sec. & Erisa Litig., 799 F. Supp. 2d 258 (S.D.N.Y. 2011).

Pub. Employees' Ret. Sys. v. Merrill Lynch & Co., 277 F.R.D. 97 (S.D.N.Y. 2011).

— 15 U.S.C. § 77k(b) — 41 cases

In Re Lehman Bros. Sec. & Erisa Litig., 799 F. Supp. 2d 258 (S.D.N.Y. 2011).

In Re Livent, Inc. Noteholders Sec. Litig., 355 F. Supp. 2d 722 (S.D.N.Y. 2005).

NECA-IBEW Health & Welfare Fund v. Goldman Sachs & Co., 693 F.3d 145 (2d Cir. 2012). “See 15 U.S.C. §§ 77k, l(a)(2), o. This appeal requires us to consider a plaintiffs standing to assert claims on behalf of purchasers of securities issued under the same allegedly false and misleading SEC Form S-3 and base prospectus (together, the “Shelf Registration…”

— 15 U.S.C. § 77k(b)(1) — 1 case

— 15 U.S.C. § 77k(b)(2) — 2 cases

Rowe v. Marietta Corp., 955 F. Supp. 836 (W.D. Tenn. 1997).

Funke v. Life Fin. Corp., 237 F. Supp. 2d 458 (S.D.N.Y. 2002).

— 15 U.S.C. § 77k(b)(3) — 32 cases

In Re Countrywide Fin. Corp. Sec. Litig., 588 F. Supp. 2d 1132 (C.D. Cal. 2008).

Keating v. Superior Court, 645 P.2d 1192 (Cal. 1982).

New Jersey Carpenters Health Fund v. Royal Bank of Scotland Grp., PLC, 709 F.3d 109 (2d Cir. 2013).

In Re Livent, Inc. Noteholders Sec. Litig., 151 F. Supp. 2d 371 (S.D.N.Y. 2001).

In re Consumers Power Co. Sec. Litig., 105 F.R.D. 583 (E.D. Mich. 1985).

— 15 U.S.C. § 77k(b)(3)(A) — 14 cases

Fed. Hous. Fin. Agency v. Nomura Holding Am., Inc., 873 F.3d 85 (2d Cir. 2017).

In Re WorldCom, Inc. Sec. Litig., 346 F. Supp. 2d 628 (S.D.N.Y. 2004).

In Re Dynegy, Inc. Sec. Litig., 339 F. Supp. 2d 804 (S.D. Tex. 2004).

In Re Livent, Inc. Noteholders Sec. Litig., 355 F. Supp. 2d 722 (S.D.N.Y. 2005).

In Re Lehman Bros. Sec. & Erisa Litig., 799 F. Supp. 2d 258 (S.D.N.Y. 2011).

— 15 U.S.C. § 77k(b)(3)(B) — 7 cases

In Re WorldCom, Inc. Sec. Litig., 346 F. Supp. 2d 628 (S.D.N.Y. 2004).

Fed. Hous. Fin. Agency v. UBS Americas, Inc., 858 F. Supp. 2d 306 (S.D.N.Y. 2012).

In Re WorldCom, Inc. Sec. Litig., 352 F. Supp. 2d 472 (S.D.N.Y. 2005).

In re OSG Sec. Litig., 971 F. Supp. 2d 387 (S.D.N.Y. 2013).

Frymire v. Peat, Marwick, Mitchell & Co., 657 F. Supp. 889 (N.D. Ill. 1987).

— 15 U.S.C. § 77k(b)(3)(B)(i) — 4 cases

In Re Enron Corp. Sec., Derivative & ERISA Lit., 235 F. Supp. 2d 549 (S.D. Tex. 2002). “The above referenced putative class action, brought on behalf of purchasers of Enron Corporation’s publicly traded equity and debt securities during a proposed federal Class Period from October 19, 1998 through November 27, 2001, alleges securities violations (1) under Sections…”

Endo v. Albertine, 863 F. Supp. 708 (N.D. Ill. 1994).

Hunt v. Pricewaterhousecoopers LLP (Pwc) (9th Cir. 2025).

Todd Enright v. Asclepius Panacea, LLC Asclepius Panacea GP, LLC Daily Pharmacy, LLC Daily Pharmacy GP, LLC & Toth Enter. II, P .A. D/B/A Victory Med. Ctr. (Tex. App. 2015).

— 15 U.S.C. § 77k(b)(3)(C) — 18 cases

In Re Dynegy, Inc. Sec. Litig., 339 F. Supp. 2d 804 (S.D. Tex. 2004).

In Re Global Crossing, Ltd. Sec. Litig., 313 F. Supp. 2d 189 (S.D.N.Y. 2003).

In Re WorldCom, Inc. Sec. Litig., 346 F. Supp. 2d 628 (S.D.N.Y. 2004).

— 15 U.S.C. § 77k(b)(3)(c) — 1 case

Martin v. Hull, 92 F.2d 208 (D.C. Cir. 1937).

— 15 U.S.C. § 77k(b)(l)(3) — 1 case

— 15 U.S.C. § 77k(b)(l)(B) — 1 case

In re Wilmington Trust Sec. Litig., 29 F. Supp. 3d 432 (D. Del. 2014).

— 15 U.S.C. § 77k(c) — 20 cases

Fed. Hous. Fin. Agency v. Nomura Holding Am., Inc., 873 F.3d 85 (2d Cir. 2017).

In Re WorldCom, Inc. Sec. Litig., 346 F. Supp. 2d 628 (S.D.N.Y. 2004).

DeAngelis v. Corzine, 982 F. Supp. 2d 277 (S.D.N.Y. 2013).

Dannenberg v. PaineWebber Inc., 50 F.3d 615 (9th Cir. 1994).

— 15 U.S.C. § 77k(e) — 261 cases

Marek v. Chesny, 473 U.S. 1 (1985).

In Re: Cendant Corp. Litig., 264 F.3d 201 (3rd Cir. 1992).

In Re Countrywide Fin. Corp. Sec. Litig., 588 F. Supp. 2d 1132 (C.D. Cal. 2008).

Marx v. Gen. Revenue Corp., 133 S. Ct. 1166 (2013).

— 15 U.S.C. § 77k(e)(2003) — 1 case

In Re AOL Time Warner, Inc. Sec. & \Erisa\" Litig.", 381 F. Supp. 2d 192 (S.D.N.Y. 2004).

— 15 U.S.C. § 77k(e)(3) — 3 cases

In Re Initial Pub. Offering Sec. Litig., 241 F. Supp. 2d 281 (S.D.N.Y. 2003). “¶¶ 60-68; see also 15 U.S.C. § 77k. Second, that NeSmith, Malcom and Johnson are liable under Section 15 of the Securities Act, which holds a controlling person liable for a company’s Section 11 violation.”

Currie v. Cayman Resources Corp., 595 F. Supp. 1364 (N.D. Ga. 1984).

— 15 U.S.C. § 77k(f) — 47 cases

Pinter v. Dahl, 486 U.S. 622 (1988).

In re Rural/Metro Corp. Stockholders Litig., 102 A.3d 205 (Del. Ch. 2014).

Fed. Sec. L. Rep. P 96,926 Heizer Corp. v. Jordon Ross, 601 F.2d 330 (7th Cir. 1979).

In the Matter of Oil Spill by the Amoco Cadiz Off the Coast of France on March 16, 1978, 954 F.2d 1279 (7th Cir. 1992).

United States v. Conservation Chem. Co., 619 F. Supp. 162 (W.D. Mo. 1985).

— 15 U.S.C. § 77k(f)(1) — 6 cases

In Re Worldcom, Inc. Sec. Litig., 308 F. Supp. 2d 214 (S.D.N.Y. 2004).

California Pub. Employees' Ret. Sys. v. Ebbers, 308 F. Supp. 2d 214 (S.D.N.Y. 2004).

Moeller-Bertram v. Gemini Trust Co., LLC (S.D.N.Y. 2023).

Hattori v. Anand (S.D.N.Y. 2024).

Tang v. Kim (S.D.N.Y. 2024).

— 15 U.S.C. § 77k(f)(2)(A) — 3 cases

In Re Worldcom, Inc. Sec. Litig., 308 F. Supp. 2d 214 (S.D.N.Y. 2004).

In Re McKesson HBOC, Inc. Sec. Litig., 126 F. Supp. 2d 1248 (N.D. Cal. 2000).

California Pub. Employees' Ret. Sys. v. Ebbers, 308 F. Supp. 2d 214 (S.D.N.Y. 2004).

— 15 U.S.C. § 77k(f)(l) — 4 cases

New York City Employees' Ret. Sys. v. Ebbers (In Re WorldCom, Inc. Sec. Litig.), 293 B.R. 308 (S.D.N.Y. 2003).

In re Thornburg Mortg., Inc. Sec. Litig., 912 F. Supp. 2d 1178 (D.N.M. 2012).

In Re Cendant Corp. Sec. Litig., 139 F. Supp. 2d 585 (D.N.J. 2001).

— 15 U.S.C. § 77k(g) — 10 cases

Rosenzweig v. Azurix Corp., 332 F.3d 854 (5th Cir. 2003). “See 15 U.S.C. § 77k. It permits a securities purchaser to recover damages against, among others, signatories to a registration statement and directors of the issuer, if the registration statement “contained an untrue statement of material fact or omitted to state a material fact…”

In re the Gap Stores Sec. Litig., 79 F.R.D. 283 (N.D. Cal. 1978).

Schwartz v. Celestial Seasonings, Inc., 178 F.R.D. 545 (D. Colo. 1998).

McMahan & Co. v. Wherehouse Ent., Inc., 859 F. Supp. 743 (S.D.N.Y. 1994).

— 15 U.S.C. § 77k(l) — 2 cases

In Re Rezulin Prods. Liab. Litig., 133 F. Supp. 2d 272 (S.D.N.Y. 2001).

In Re: Cendant Corp. Litig. Martin Deutch, Derivatively on Behalf of Cendant Corp., 264 F.3d 286 (3rd Cir. 2001).

— 15 U.S.C. § 77k(o) — 1 case

Lincolnshire Police Pension Fund v. Jackson CA1/2 (Cal. Ct. App. 2021).

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