Any person who-
shall be liable, subject to subsection (b), to the person purchasing such security from him, who may sue either at law or in equity in any court of competent jurisdiction, to recover the consideration paid for such security with interest thereon, less the amount of any income received thereon, upon the tender of such security, or for damages if he no longer owns the security.
In an action described in subsection (a)(2), if the person who offered or sold such security proves that any portion or all of the amount recoverable under subsection (a)(2) represents other than the depreciation in value of the subject security resulting from such part of the prospectus or oral communication, with respect to which the liability of that person is asserted, not being true or omitting to state a material fact required to be stated therein or necessary to make the statement not misleading, then such portion or amount, as the case may be, shall not be recoverable.
15 U.S.C. § 77l
May 27, 1933, ch. 38, title I, §12, 48 Stat. 84; Aug. 10, 1954, ch. 667, title I, §9, 68 Stat. 686; Pub. L. 104-67, title I, §105, Dec. 22, 1995, 109 Stat. 757; Pub. L. 106-554, §1(a)(5) [title II, §208(a)(3)], Dec. 21, 2000, 114 Stat. 2763, 2763A-435.
AMENDMENTS 2000-Subsec. (a)(2). Pub. L. 106-554 substituted "paragraphs (2) and (14)" for "paragraph (2)".1995-Pub. L. 104-67 designated existing provisions as subsec. (a), inserted heading, inserted ", subject to subsection (b)," after "shall be liable" in concluding provisions, and added subsec. (b).1954-Act Aug. 10, 1954, inserted "offers or" before "sells" in pars. (1) and (2).
EFFECTIVE DATE OF 1995 AMENDMENTPub. L. 104-67, title I, §108, Dec. 22, 1995, 109 Stat. 758, provided that: "The amendments made by this title [enacting sections, , , and of this title and amending this section and sections , , , and of this title and section of Title 18, Crimes and Criminal Procedure] shall not affect or apply to any private action arising under title I of the Securities Exchange Act of 1934 [ et seq.] or title I of the Securities Act of 1933 [ et seq.], commenced before and pending on the date of enactment of this Act [Dec. 22, 1995]."
EFFECTIVE DATE OF 1954 AMENDMENT Amendment by act Aug. 10, 1954, effective 60 days after Aug. 10, 1954, see note under sectionof this title.
CONSTRUCTION OF 1995 AMENDMENTNothing in amendment by Pub. L. 104-67 to be deemed to create or ratify any implied right of action, or to prevent Commission, by rule or regulation, from restricting or otherwise regulating private actions under Securities Exchange Act of 1934 (et seq.), see section 203 of Pub. L. 104-67, set out as a Construction note under section of this title.