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U.S. Code as of:
01/19/04
Section 78t. Liability of controlling persons and persons who aid and abet violations
(a) Joint and several liability; good faith defense
Every 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, 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 person
It 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 information
It 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 information
Wherever 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 (as defined in section 206B of the Gramm-Leach-Bliley
Act) 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 violations
For purposes of any action brought by the Commission under
paragraph (1) or (3) of section 78u(d) of this title, any person
that knowingly 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 authority
The authority of the Commission under this section with respect
to security-based swap agreements (as defined in section 206B of
the Gramm-Leach-Bliley Act) shall be subject to the restrictions
and limitations of section 78c-1(b) of this title.
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