15 U.S.C. § 77p — Additional remedies; limitation on remedies

(a) Extra remedies Except as provided in subsection (b), the rights and remedies this subchapter provides are in addition to any other rights and remedies that exist at law or in equity. (b) Limits on state-law class actions No "covered class action" (defined in subsection (f)) based on the statutory or common law of any state may be maintained in state or federal court by a private party alleging: (1) an untrue statement or omission of a material fact connected to buying or selling a "covered security" (also defined in subsection (f)); or (2) that the defendant used a manipulative or deceptive device or scheme connected to buying or selling a covered security. (c) Moving these cases to federal court Any covered class action filed in state court that falls under subsection (b) can be removed to the federal district court for that district, and remains subject to the subsection (b) limits there. (d) Actions that are still allowed (1)(A)-(B) A covered class action based on the law of the state where the issuer is incorporated or organized may still be maintained if it involves: (i) the issuer or its affiliate buying or selling securities exclusively from or to holders of the issuer's own equity securities; or (ii) a recommendation, position, or communication made by or for the issuer or its affiliate to its equity holders about voting their securities, responding to a tender or exchange offer, or exercising dissenters' or appraisal rights. (2)(A)-(B) Nothing in this section stops a state, a political subdivision, or a "state pension plan" (a pension plan a state government, subdivision, agency, or instrumentality establishes and maintains for its own employees) from bringing an action involving a covered security on its own behalf, or as part of a class made up solely of other states, subdivisions, or state pension plans that are all named parties and have authorized joining. (3) A covered class action that seeks to enforce a contract between an issuer and an indenture trustee may still be maintained by a party to that contract, or a successor to that party. (4) If a case removed to federal court under subsection (c) turns out to qualify for one of the exceptions in this subsection, the federal court must remand it back to state court. (e) States keep their own enforcement power State securities regulators (or any agency or office performing similar functions) keep their power under state law to investigate and bring enforcement actions. (f) Definitions (1) "Affiliate of the issuer" means a person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the issuer. (2)(A) "Covered class action" means either: (i) a single lawsuit in which damages are sought on behalf of more than 50 people or prospective class members and common legal or factual questions (ignoring individual reliance issues) outweigh individual ones, or in which named parties seek damages on a representative basis for themselves and other similarly situated people and common questions outweigh individual ones; or (ii) a group of lawsuits filed in, or pending in, the same court, involving common questions, seeking damages for more than 50 people total, that are joined, consolidated, or otherwise proceed as a single action. (B) This does not include a purely derivative action brought by shareholders on a corporation's behalf. (C) A corporation, investment company, pension plan, partnership, or other entity counts as one person or class member — unless it was created just to take part in the lawsuit. (D) None of this affects a state court's discretion over whether to join or consolidate actions filed there. (3) "Covered security" means a security that meets the standards for a covered security under section 77r(b)(1) or (2) at the time the alleged misrepresentation, omission, or manipulative or deceptive conduct occurred — except this does not include a debt security exempted from registration under SEC rules issued under section 77d(2).