Page:United States Statutes at Large Volume 112 Part 5.djvu/470

 112 STAT. 3228 PUBLIC LAW 105-353—NOV. 3, 1998 addition to any and all other rights and remedies that may exist at law or in equity. "(b) CLASS ACTION LIMITATIONS.—No covered class action based upon the statutory or common law of any State or subdivision thereof may be maintained in any State or Federal court by any private party alleging— "(1) an untrue statement or omission of a material fact in connection with the purchase or sale of a covered security; or "(2) that the defendant used or employed any manipulative or deceptive device or contrivance in connection with the purchase or sale of a covered security. "(c) REMOVAL OF COVERED CLASS ACTIONS.— Any covered class action brought in any State court involving a covered security, as set forth in subsection (b), shall be removable to the Federal district court for the district in which the action is pending, and shall be subject to subsection (b). "(d) PRESERVATION OF CERTAIN ACTIONS. — "(1) ACTIONS UNDER STATE LAW OF STATE OF INCORPORA- TION.— "(A) ACTIONS PRESERVED.— Notwithstanding subsection (b) or (c), a covered class action described in subparagraph (B) of this paragraph that is based upon the statutory or common law of the State in which the issuer is incorporated (in the case of a corporation) or organized (in the case of any other entity) may be maintained in a State or Federal court by a private party. "(B) PERMISSIBLE ACTIONS. — A covered class action is described in this subparagraph if it involves— "(i) the purchase or sale of securities by the issuer or an affiliate of the issuer exclusively from or to holders of equity securities of the issuer; or "(ii) any recommendation, position, or other communication with respect to the sale of securities of the issuer that— "(I) is made by or on behgdf of the issuer or an affiliate of the issuer to holders of equity securities of the issuer; and "(II) concerns decisions of those equity holders with respect to voting their securities, acting in response to a tender or exchange offer, or exercising dissenters' or appraisal rights. "(2) STATE ACTIONS. — " (A) IN GENERAL.— Notwithstanding any other provision of this section, nothing in this section may be construed to preclude a State or political subdivision thereof or a State pension plan from bringing an action involving a covered security on its own behalf, or as a member of a class comprised solely of other States, political subdivisions, or State pension plans that are named plaintiffs, and that have authorized participation, in such action. "(B) STATE PENSION PLAN DEFINED. —For purposes of this paragraph, the term 'State pension plan' means a pension plan established and maintained for its employees by the government of the State or political subdivision thereof, or by any agency or instrumentality thereof

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