Page:United States Statutes at Large Volume 98 Part 2.djvu/104

 98 STAT. 1264

PUBLIC LAW 98-376—AUG. 10, 1984

Public Law 98-376 98th Congress A n Act Aug. 10, 1984 [H.R. 559]

To amend the Securities Exchange Act of 1934 to increase the sanctions against trading in securities while in possession of material nonpublic information.

Be it enacted by the Senate and House of Representatives of the Insider Trading United States of America in Congress assembled, Sanctions Act of SECTION 1. ITiis Act may be cited as the "Insider Trading Sanc1984. 15 USC 78a note. tions Act of 1984". SEC. 2. Section 21 of the Securities Exchange Act of 1934 is 15 USC 78u.

15 USC 78aa.

Prohibition. 15 USC 78t.

amended by redesignating subsection (d) as subsection (d)(1), and adding at the end thereof the following new paragraph: "(2)(A) Whenever it shall appear to the Commission that any person has violated any provision of this title or the rules or regulations thereunder by purchasing or selling a security while in possession of material nonpublic information in a transaction (i) on or through the facilities of a national securities exchange or from or through a broker or dealer, and (ii) which is not part of a public offering by an issuer of securities other than standardized options, the Commission may bring an action in a United States district court to seek, and the court shall have jurisdiction to impose, a civil penalty to be paid by such person, or any person aiding and abetting the violation of such person. The amount of such penalty shall be determined by the court in light of the facts and circumstances, but shall not exceed three times the profit gained or loss avoided as a result of such unlawful purchase or sale, and shall be payable into the Treasury of the United States. If a person upon whom such a penalty is imposed shall fail to pay such penalty within the time prescribed in the court's order, the Commission shall refer the matter to the Attorney General who shall recover such penalty by action in the appropriate United States district court. The actions authorized by this paragraph may be brought in addition to any other actions that the Commission or the Attorney General are entitled to bring. For purposes of section 27 of this title, actions under this paragraph shall be actions to enforce a liability or a duty created by this title. The Commission, by rule or regulation, may exempt from the provisions of this paragraph any class of persons or transactions. "(B) No person shall be subject to a sanction under subparagraph (A) of this paragraph solely because that person aided and abetted a transaction covered by such subparagraph in a manner other than by communicating material nonpublic information. Section 20(a) of this title shall not apply to an action brought under this paragraph. No person shall be liable under this paragraph solely by reason of employing another person who is liable under this paragraph. "(C) For purposes of this paragraph 'profit gained' or 'loss avoided' is the difference between the purchase or sale price of the security and the value of that security as measured by the trading price of the security a reasonable period after public disseminaton of the nonpublic information.

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