Page:United States Statutes at Large Volume 53 Part 2.djvu/700

 PUBLIC LAWS-CH. 411-AUG. 3, 1939 shall be subject to review in the same manner, upon the same condi- 8 Sta. 8. 77i. tions, and to the same extent, as provided in section 9 of the Securi- ties Act of 1933, with respect to orders of the Commission under such Act. fesesadntioutsof "(b) Jurisdiction of offenses and violations under, and jurisdiction fenses and suits. and venue of suits and actions brought to enforce any liability cre- 48 Stat.86 ated by, this title, or any rules or regulations or orders prescribed 15U.s .c . 77v(a); under the authority thereof, shall be as provided in section 22 (a) Supp. IV, 77v. of the Securities Act of 1933. "LIABILITY FOR MISLEADING STATEMENTS Liability for mis- leading statements. Rights and remedies herein to be addi- tional. 48 Stat. 74, 881; 49 Stat. 803. 15U. .C. chs. 2A, 2B; Supp. IV, chs. 2A, 2B, 20. Unlawful represen- tations. "SEC. 323. (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 title, or any rule, regu- lation, or order thereunder, which statement was at the time and in the light of the circumstances under which it was made false or mis- leading 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 title shall be in addition to any and all other rights and remedies that may exist under the Securities Act of 1933, or the Securities Exchange Act of 1934, or the Public Utility Holding Company Act of 1935, or other- wise at law or in equity; but no person permitted to maintain a suit for damages under the provisions of this title 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. " UN LAWFUL REPRESENTATIONS "SEC. 324. It shall be unlawful for any person in issuing or selling any security to represent or imply in any manner whatsoever that any action or failure to act by the Commission in the administration of this title means that the Commission has in any way passed upon the merits of, or given approval to, any trustee, indenture or security, or any transaction or transactions therein, or that any such action or failure to act with regard to any statement or report filed with or examined by the Commission pursuant to this title or any rule, regu- lation, or order thereunder, has the effect of a finding by the Com- mission that such statement or report is true and accurate on its face or that it is not false or misleading. 1176 [53 STAT.

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