Persons liable; persons entitled to recover; defense
of good faith; suit at law or in equity; costs, etc.
Any person who shall make or cause to be made any statement in any application,
report, or document filed pursuant to this title or any rule or regulation
thereunder or any undertaking contained in a registration statement as provided
in subsection (d) of section 15, which statement
was at the time and in the light of the circumstances under which it was made
false or misleading with respect to any material fact, shall be liable to
any person (not knowing that such statement was false or misleading) who,
in reliance upon such statement, shall have purchased or sold a security at
a price which was affected by such statement, 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. 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.
Every person who becomes liable to make payment under this section may recover
contribution as in cases of contract from any person who, if joined in the
original suit, would have been liable to make the same payment.
Period of limitations
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.
Notice to Users: The Deskbook is made available
with the understanding that the University of Cincinnati College
of Law is not engaged in rendering legal, accounting or other professional
services. If legal advice or other expert assistance is required,
the services of a competent professional person should be sought. See Terms and Conditions of Use.