U.S. Code » Title 15 » Chapter CHAPTER 2A— SECURITIES AND TRUST INDENTURES › Subchapter SUBCHAPTER I— DOMESTIC SECURITIES

15 U.S.C. § 77o

Liability of controlling persons

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(a) Controlling persons

Every person who, by or through stock ownership, agency, or otherwise, or who, pursuant to or in connection with an agreement or understanding with one or more other persons by or through stock ownership, agency, or otherwise, controls any person liable under sections 77k or 77l of this title, 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, unless the controlling person had no knowledge of or reasonable ground to believe in the existence of the facts by reason of which the liability of the controlled person is alleged to exist.

(b) Prosecution of persons who aid and abet violations

For purposes of any action brought by the Commission under subparagraph (b) or (d) of section 77t of this title, any person that knowingly or recklessly provides substantial assistance to another person in violation of a provision of this subchapter, or of any rule or regulation issued under this subchapter, shall be deemed to be in violation of such provision to the same extent as the person to whom such assistance is provided.

(May 27, 1933, ch. 38, title I, § 15, 48 Stat. 84; June 6, 1934, ch. 404, title II, § 208, 48 Stat. 908; Pub. L. 111–203, title IX, § 929M(a), July 21, 2010, 124 Stat. 1861.)Editorial NotesAmendments

2010—Pub. L. 111–203 designated existing provisions as subsec. (a), inserted heading, and added subsec. (b).

1934—Act June 6, 1934, exempted from liability controlling persons having no knowledge or reasonable grounds for belief.

Statutory Notes and Related SubsidiariesEffective Date of 2010 Amendment

Amendment by Pub. L. 111–203 effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. L. 111–203, set out as an Effective Date note under section 5301 of Title 12, Banks and Banking.

Notes of Decisions
Cited in 692 cases (105 in the last 5 years), 1947–2026 · leading case: In Re Initial Pub. Offering Sec. Litig., 241 F. Supp. 2d 281 (S.D.N.Y. 2003).
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In Re Initial Pub. Offering Sec. Litig., 241 F. Supp. 2d 281 (S.D.N.Y. 2003). · cites it 3× “¶¶ 69-75; see also 15 U.S.C. § 77o. Third, that the Allocating Underwriter Defendants (ie.”
Lorenzo v. SEC. & Exch. Comm'n, 139 S. Ct. 1094 (2019). · cites it 2× “No other allegedly fraudulent conduct is at issue. In 2013, the SEC brought enforcement proceedings against the owner of the firm, the firm itself, and Lorenzo.”
In Re Sterling Foster & Co., Inc., Sec. Lit., 222 F. Supp. 2d 216 (E.D.N.Y 2002). · cites it 5× “The plaintiffs allege that Shalek was a “controlling person” of the company within the meaning of the Securities Act, 15 U.S.C. § 77o, and the Exchange Act, 15 U.”
Fed. Hous. Fin. Agency v. Nomura Holding Am., Inc., 873 F.3d 85 (2d Cir. 2017). · cites it 2× “Finally, Section 15' of the Act, as amended 15 U.S.C. § 77o, provides that “[e]very person who .”
Hutchison v. Deutsche Bank Sec. Inc., 647 F.3d 479 (2d Cir. 2011). · cites it 2× “15 U.S.C. § 77o(a). “Issuers are subject to ‘virtually absolute’ liability under section 11,” In re Morgan Stanley, 592 F.”
In Re Qwest Commc'ns Int'l, Inc. Sec. Litig., 396 F. Supp. 2d 1178 (D. Colo. 2004). · cites it 3× “§ 77k, against Qwest, Arthur Andersen, LLP, and individual defendants Nacchio, Anschutz, Woodruff, Szeliga, Slater, and Tempest; and 5)A claim under Section 15 of the 1933 Act, 15 U.S.C. § 77o, against individual defendants Nacchio, Anschutz, Wood-ruff, and Szeliga.”
In Re WorldCom, Inc. Sec. Litig., 294 F. Supp. 2d 392 (S.D.N.Y. 2003). · cites it 2× “15 U.S.C. § 77o. To state a violation of Section 15, a plaintiff must plead (1) an underlying primary violation of Sections 11 or 12 by the controlled person; and (2) the defendant’s control over the primary violator.”
Falkowski v. Imation Corp., 309 F.3d 1123 (9th Cir. 2002). · cites it 2× “§ 111 (a)(2); and (5) the 1933 Act § 15, 15 U.S.C. § 77o. The second and fifth counts invoke provisions for "controlling person” liability and are not separate grounds for liability.”
In Re Enron Corp. Sec., Derivative & ERISA Lit., 235 F. Supp. 2d 549 (S.D. Tex. 2002). · cites it 2× “Thus if a plaintiff fails to state a primary security violation under Section 77k, the plaintiff also fails to state a claim under § 15.”
Kay Hollinger Richard Llewelyn Jones Edward E. Nissen Judy D'Arcy K-Judy, Ltd. v. Titan Capital Corp. Emil Wilkowski Painter Fin. Grp., Ltd., 914 F.2d 1564 (9th Cir. 1990). · cites it 2× “§ 78t(a); 2) the claim that Titan is liable as a “controlling person” under § 15 of the Securities Act of 1933 Act (“1933 Act”), 15 U.S.C. § 77o 4 ; and 3) the claim that Titan is liable as Wilkowski’s employer under the common law theory of responde-at superior.”
In Re JP Morgan Chase Sec. Litig., 363 F. Supp. 2d 595 (S.D.N.Y. 2005). · cites it 2× “§ 77k; 2) against defendant Harrison for violation of Section 15 of the Securities Act, 15 U.S.C. § 77o; 3) against all defendants for violation of Section 14(a) of the Securities and Exchange Act of 1934 (“the Exchange Act”), 15 U.”
In Re Lehman Bros. Mortg.-Backed Sec., 650 F.3d 167 (2d Cir. 2011). · cites it 2× “at 500 (quoting 15 U.S.C. § 77o) (emphasis added). Moreover, the district court analyzed explicitly whether plaintiffs pleaded "allegations .”
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— 15 U.S.C. § 77o(a) — 74 cases
Hutchison v. Deutsche Bank Sec. Inc., 647 F.3d 479 (2d Cir. 2011). “15 U.S.C. § 77o(a). “Issuers are subject to ‘virtually absolute’ liability under section 11,” In re Morgan Stanley, 592 F.”
Fed. Hous. Fin. Agency v. Nomura Holding Am., Inc., 873 F.3d 85 (2d Cir. 2017). “Finally, Section 15' of the Act, as amended 15 U.S.C. § 77o, provides that “[e]very person who .”
DeAngelis v. Corzine, 982 F. Supp. 2d 277 (S.D.N.Y. 2013).
New Jersey Carpenters Health Fund v. Royal Bank of Scotland Grp., PLC, 709 F.3d 109 (2d Cir. 2013).
In Re Lehman Bros. Mortg.-Backed Sec., 650 F.3d 167 (2d Cir. 2011). “at 500 (quoting 15 U.S.C. § 77o) (emphasis added). Moreover, the district court analyzed explicitly whether plaintiffs pleaded "allegations .”
— 15 U.S.C. § 77o(b) — 19 cases
Lorenzo v. SEC. & Exch. Comm'n, 139 S. Ct. 1094 (2019). “No other allegedly fraudulent conduct is at issue. In 2013, the SEC brought enforcement proceedings against the owner of the firm, the firm itself, and Lorenzo.”
Sec. v. Lek Sec. Corp., 276 F. Supp. 3d 49 (S.D.N.Y. 2017).
Sec. & Exch. Comm'n v. Milan Grp., Inc., 962 F. Supp. 2d 182 (D.D.C. 2013).
Sec. & Exch. Comm'n v. Riel, 282 F. Supp. 3d 499 (N.D.N.Y. 2017).
U.S. Sec. & Exch. Comm'n v. ITT Educ. Servs., Inc., 303 F. Supp. 3d 746 (S.D. Ind. 2018).
— 15 U.S.C. § 77o(e) — 3 cases
Sec. & Exch. Comm'n v. Honig (S.D.N.Y. 2020).
Sec. & Exch. Comm'n v. Honig (S.D.N.Y. 2020).
Sec. & Exch. Comm'n v. Honig (S.D.N.Y. 2021).
— 15 U.S.C. § 77o(á) — 1 case
Fed. Hous. Fin. Agency v. Nomura Holding Am., Inc., 104 F. Supp. 3d 441 (S.D.N.Y. 2015).
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