(a) Joint and several liability; good faith defenseEvery person who, directly or indirectly, controls any person liable under any provision of this chapter or of any rule or regulation thereunder 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 (including to the Commission in any action brought under paragraph (1) or (3) of section 78u(d) of this title), unless the controlling person acted in good faith and did not directly or indirectly induce the act or acts constituting the violation or cause of action.
(b) Unlawful activity through or by means of any other personIt shall be unlawful for any person, directly or indirectly, to do any act or thing which it would be unlawful for such person to do under the provisions of this chapter or any rule or regulation thereunder through or by means of any other person.
(c) Hindering, delaying, or obstructing the making or filing of any document, report, or informationIt shall be unlawful for any director or officer of, or any owner of any securities issued by, any issuer required to file any document, report, or information under this chapter or any rule or regulation thereunder without just cause to hinder, delay, or obstruct the making or filing of any such document, report, or information.
(d) Liability for trading in securities while in possession of material nonpublic informationWherever communicating, or purchasing or selling a security while in possession of, material nonpublic information would violate, or result in liability to any purchaser or seller of the security under any provisions of this chapter, or any rule or regulation thereunder, such conduct in connection with a purchase or sale of a put, call, straddle, option, privilege or security-based swap agreement with respect to such security or with respect to a group or index of securities including such security, shall also violate and result in comparable liability to any purchaser or seller of that security under such provision, rule, or regulation.
(e) Prosecution of persons who aid and abet violationsFor purposes of any action brought by the Commission under paragraph (1) or (3) of section 78u(d) of this title, any person that knowingly or recklessly provides substantial assistance to another person in violation of a provision of this chapter, or of any rule or regulation issued under this chapter, shall be deemed to be in violation of such provision to the same extent as the person to whom such assistance is provided.
(f) Limitation on Commission authorityThe authority of the Commission under this section with respect to security-based swap agreements shall be subject to the restrictions and limitations of section 78c–1(b) of this title.
Structure US Code
CHAPTER 2B— SECURITIES EXCHANGES
§ 78b. Necessity for regulation
§ 78c. Definitions and application
§ 78c–2. Securities-related derivatives
§ 78c–3. Clearing for security-based swaps
§ 78c–4. Security-based swap execution facilities
§ 78c–5. Segregation of assets held as collateral in security-based swap transactions
§ 78d. Securities and Exchange Commission
§ 78d–1. Delegation of functions by Commission
§ 78d–2. Transfer of functions with respect to assignment of personnel to chairman
§ 78d–3. Appearance and practice before the Commission
§ 78d–4. Additional duties of Inspector General
§ 78d–6. Report and certification of internal supervisory controls
§ 78d–7. Triennial report on personnel management
§ 78d–8. Annual financial controls audit
§ 78d–9. Report on oversight of national securities associations
§ 78e. Transactions on unregistered exchanges
§ 78f. National securities exchanges
§ 78h. Restrictions on borrowing and lending by members, brokers, and dealers
§ 78i. Manipulation of security prices
§ 78j. Manipulative and deceptive devices
§ 78j–3. Compensation committees
§ 78j–4. Recovery of erroneously awarded compensation policy
§ 78k. Trading by members of exchanges, brokers, and dealers
§ 78k–1. National market system for securities; securities information processors
§ 78l. Registration requirements for securities
§ 78l–1. Applications for unlisted trading privileges deemed filed under
§ 78m. Periodical and other reports
§ 78m–1. Reporting and recordkeeping for certain security-based swaps
§ 78m–2. Reporting requirements regarding coal or other mine safety
§ 78n–1. Shareholder approval of executive compensation
§ 78o. Registration and regulation of brokers and dealers
§ 78o–1. Brokers deemed to be registered
§ 78o–2. Liabilities arising prior to amendment unaffected
§ 78o–3. Registered securities associations
§ 78o–4a. Commission Office of Municipal Securities
§ 78o–5. Government securities brokers and dealers
§ 78o–6. Securities analysts and research reports
§ 78o–7. Registration of nationally recognized statistical rating organizations
§ 78o–8. Universal ratings symbols
§ 78o–9. Study and rulemaking on assigned credit ratings
§ 78o–11. Credit risk retention
§ 78p. Directors, officers, and principal stockholders
§ 78q–1. National system for clearance and settlement of securities transactions
§ 78q–2. Automated quotation systems for penny stocks
§ 78r. Liability for misleading statements
§ 78s. Registration, responsibilities, and oversight of self-regulatory organizations
§ 78t. Liability of controlling persons and persons who aid and abet violations
§ 78t–1. Liability to contemporaneous traders for insider trading
§ 78u. Investigations and actions
§ 78u–1. Civil penalties for insider trading
§ 78u–2. Civil remedies in administrative proceedings
§ 78u–3. Cease-and-desist proceedings
§ 78u–4. Private securities litigation
§ 78u–5. Application of safe harbor for forward-looking statements
§ 78u–6. Securities whistleblower incentives and protection
§ 78u–7. Implementation and transition provisions for whistleblower protection
§ 78w. Rules, regulations, and orders; annual reports
§ 78x. Public availability of information
§ 78y. Court review of orders and rules
§ 78z. Unlawful representations
§ 78aa. Jurisdiction of offenses and suits
§ 78aa–1. Special provision relating to statute of limitations on private causes of action
§ 78bb. Effect on existing law
§ 78dd. Foreign securities exchanges
§ 78dd–1. Prohibited foreign trade practices by issuers
§ 78dd–2. Prohibited foreign trade practices by domestic concerns
§ 78dd–3. Prohibited foreign trade practices by persons other than issuers or domestic concerns
§ 78hh–1. Effective date of certain sections
§ 78kk. Authorization of appropriations
§ 78ll. Requirements for the EDGAR system
§ 78mm. General exemptive authority
§ 78nn. Tennessee Valley Authority
§ 78pp. Investor Advisory Committee