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

15 U.S.C. § 77www

Liability for misleading statements

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(a) Any person who shall make or cause to be made any statement in any application, report, or document filed with the Commission pursuant to any provisions of this subchapter, or any rule, regulation, or order thereunder, which statement was at the time and in the light of the circumstances under which it was made false or misleading with respect to any material fact, or who shall omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, shall be liable to any person (not knowing that such statement was false or misleading or of such omission) who, in reliance upon such statement or omission, shall have purchased or sold a security issued under the indenture to which such application, report, or document relates, for damages caused by such reliance, unless the person sued shall prove that he acted in good faith and had no knowledge that such statement was false or misleading or of such omission. A person seeking to enforce such liability may sue at law or in equity in any court of competent jurisdiction. In any such suit the court may, in its discretion, require an undertaking for the payment of the costs of such suit and assess reasonable costs, including reasonable attorneys’ fees, against either party litigant, having due regard to the merits and good faith of the suit or defense. No action shall be maintained to enforce any liability created under this section unless brought within one year after the discovery of the facts constituting the cause of action and within three years after such cause of action accrued.(b) The rights and remedies provided by this subchapter shall be in addition to any and all other rights and remedies that may exist under the Securities Act of 1933 [15 U.S.C. 77a et seq.] or the Securities Exchange Act of 1934 [15 U.S.C. 78a et seq.], or otherwise at law or in equity; but no person permitted to maintain a suit for damages under the provisions of this subchapter shall recover, through satisfaction of judgment in one or more actions, a total amount in excess of his actual damages on account of the act complained of.(May 27, 1933, ch. 38, title III, § 323, as added Aug. 3, 1939, ch. 411, 53 Stat. 1176; amended Pub. L. 111–203, title IX, § 986(b)(5), July 21, 2010, 124 Stat. 1936.)Editorial NotesReferences in Text

The Securities Act of 1933, referred to in subsec. (b), is act May 27, 1933, ch. 38, title I, 48 Stat. 74, which is classified generally to subchapter I (§ 77a et seq.) of this chapter. For complete classification of this Act to the Code, see section 77a of this title and Tables.

The Securities Exchange Act of 1934, referred to in subsec. (b), is act June 6, 1934, ch. 404, 48 Stat. 881, which is classified principally to chapter 2B (§ 78a et seq.) of this title. For complete classification of this Act to the Code, see section 78a of this title and Tables.

Amendments

2010—Subsec. (b). Pub. L. 111–203 substituted “Securities Act of 1933 or the Securities Exchange Act of 1934” for “Securities Act of 1933, or the Securities Exchange Act of 1934, or the Public Utility Holding Company Act of 1935”.

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.

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 31 cases (3 in the last 5 years), 1961–2024 · leading case: Transamerica Mortg. Advisors, Inc. v. Lewis, 444 U.S. 11 (1979).
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Transamerica Mortg. Advisors, Inc. v. Lewis, 444 U.S. 11 (1979). · cites it 2× “…Act of 1935, §§ 16 (a) and 17 (b), 15 U. S. C. §§ 79p (a) and 79q (b); Trust Indenture Act of 1939, § 323 (a), 15 U. S. C. § 77www (a); Investment Company Act of 1940, § 30 (f), 15 U. S. C. § 80a-29 (f). [11] Section 214, 54 Stat. 856 , as set forth in 15 U. S. C. §…”
LNC Investments, Inc. v. First Fid. Bank, Nat'l Ass'n, 935 F. Supp. 1333 (S.D.N.Y. 1996). · cites it 5× “My task, therefore, is to answer the following question: would the 1939 Congress have provided a right of contribution had it included an express private right of action under § 315(c) of the TIA? For the answer, I must look to the sole provision of the TIA granting an express…”
Fed. Sec. L. Rep. P 95,889 Robert Abrahamson & Marjorie Abrahamson v. Malcolm K. Fleschner, 568 F.2d 862 (2d Cir. 1978). · cites it 2× “§§ 79p(a) and 79q(b) (1970); Section 323(a) of the Trust Indenture Act of 1939, 15 U.S.C. § 77www(a) (1970); and Section 30(f) of the Investment Companies Act of 1940, 15 U.”
Fleischmann Distilling Corp. v. Maier Brewing Co., 386 U.S. 714 (1967). · cites it 2× “, § 25 (1953), containing a provision for recovery of attorney's fees, passed the Senate but failed of enactment in the House of Representatives.”
Fixed Income Shares: Series M v. Citibank N.A., 130 F. Supp. 3d 842 (S.D.N.Y. 2015). · cites it 2× “The LNC Investments Court' also focused on the text of Sections 315(d) and (e), which suggest that an indenture trustee niay be held liable for misconduct other than making material misstatements or omissions in a report to the SEC (with respect to which the TIA provides an…”
Nazareth Gates v. John Collier, Superintendent of the Mississippi State Penitentiary, 616 F.2d 1268 (5th Cir. 1980). “…15 U.S.C. § 72 (1970); Securities Act of 1933 § 11, 15 U.S.C. § 77k(e) (1970); Trust Indenture Act of 1939 § 323, 15 U.S.C. § 77www(a) (1970); Securities Exchange Act of 1934 §§ 9, 18, 15 U.S.C. §§ 78i(e), 78r(a) (1970); Jewelers’ Liability Act (Gold and Silver Articles) §…”
Parker v. Matthews, 411 F. Supp. 1059 (D.D.C. 1976). “, Trust Indenture Act, § 323(a), 15 U.S.C. § 77www(a) (“ . .. .A person seeking to enforce such liability may sue at law or in equity in any court of competent jurisdiction.”
Sandra Fulps v. The City of Springfield, Tennessee, 715 F.2d 1088 (6th Cir. 1983). “1176 , 15 U.S.C. § 77www(a); Securities Exchange Act of 1934, 48 Stat.”
Harris v. Union Elec. Co., 622 S.W.2d 239 (Mo. Ct. App. 1981). “Counts I and II seek declaratory and in-junctive relief, alleging that if UE’s redemption plan is permitted under the indentures, UE has violated the Trust Indenture Act of 1939, § 323(a) (15 U.S.C. § 77www) (Count I), and the Securities Act of 1933, § 17(a) (15 U.”
Fed. Sec. L. Rep. P 97,326 David Broad v. Rockwell Int'l Corp., 614 F.2d 418 (5th Cir. 1980). “We thus refuse to find a fiduciary obligation inherent in the Trust Indenture Act. 12 At the same time, however, we do not read the Act to preclude the imposition of state fiduciary duties on indenture trustees.”
Zeffiro v. First Pennsylvania Banking & Trust Co., 473 F. Supp. 201 (E.D. Pa. 1979). · cites it 2× “See § 323, 15 U.S.C. § 77www. The debenture holders contend that, whereas the Act does not expressly provide *204 a cause of action in their favor, the Court should imply a federal remedy because the Act “creates” liability in that it mandates the terms of the indenture.”
Browning Debenture Holders' Comm. v. DASA Corp., 454 F. Supp. 88 (S.D.N.Y. 1978). “Plaintiffs could enforce such a state-imposed obligation pursuant to Trust Indenture Act of 1939, § 323(b), 15 U.S.C. § 77www(b), which provides: The rights and remedies provided by this subchapter shall be in addition to any and all other rights and remedies that may exist .”
Show all 31 citing cases →
— 15 U.S.C. § 77www(a) — 14 cases
LNC Investments, Inc. v. First Fid. Bank, Nat'l Ass'n, 935 F. Supp. 1333 (S.D.N.Y. 1996). “My task, therefore, is to answer the following question: would the 1939 Congress have provided a right of contribution had it included an express private right of action under § 315(c) of the TIA? For the answer, I must look to the sole provision of the TIA granting an express…”
Fed. Sec. L. Rep. P 95,889 Robert Abrahamson & Marjorie Abrahamson v. Malcolm K. Fleschner, 568 F.2d 862 (2d Cir. 1978). “§§ 79p(a) and 79q(b) (1970); Section 323(a) of the Trust Indenture Act of 1939, 15 U.S.C. § 77www(a) (1970); and Section 30(f) of the Investment Companies Act of 1940, 15 U.”
Nazareth Gates v. John Collier, Superintendent of the Mississippi State Penitentiary, 616 F.2d 1268 (5th Cir. 1980). “…15 U.S.C. § 72 (1970); Securities Act of 1933 § 11, 15 U.S.C. § 77k(e) (1970); Trust Indenture Act of 1939 § 323, 15 U.S.C. § 77www(a) (1970); Securities Exchange Act of 1934 §§ 9, 18, 15 U.S.C. §§ 78i(e), 78r(a) (1970); Jewelers’ Liability Act (Gold and Silver Articles) §…”
Parker v. Matthews, 411 F. Supp. 1059 (D.D.C. 1976). “, Trust Indenture Act, § 323(a), 15 U.S.C. § 77www(a) (“ . .. .A person seeking to enforce such liability may sue at law or in equity in any court of competent jurisdiction.”
Sandra Fulps v. The City of Springfield, Tennessee, 715 F.2d 1088 (6th Cir. 1983). “1176 , 15 U.S.C. § 77www(a); Securities Exchange Act of 1934, 48 Stat.”
— 15 U.S.C. § 77www(b) — 2 cases
Fed. Sec. L. Rep. P 97,326 David Broad v. Rockwell Int'l Corp., 614 F.2d 418 (5th Cir. 1980). “We thus refuse to find a fiduciary obligation inherent in the Trust Indenture Act. 12 At the same time, however, we do not read the Act to preclude the imposition of state fiduciary duties on indenture trustees.”
Browning Debenture Holders' Comm. v. DASA Corp., 454 F. Supp. 88 (S.D.N.Y. 1978). “Plaintiffs could enforce such a state-imposed obligation pursuant to Trust Indenture Act of 1939, § 323(b), 15 U.S.C. § 77www(b), which provides: The rights and remedies provided by this subchapter shall be in addition to any and all other rights and remedies that may exist .”
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.