---
kind: "section"
citation: "15 U.S.C. § 77o"
title: "15"
title_heading: "Commerce and Trade"
number: "77o"
heading: "Liability of controlling persons"
release: "119-102"
date: "2026-07-12"
url: "https://uscodex.org/usc/15/77o"
units:
  - "Chapter 2A — Securities and Trust Indentures"
  - "Subchapter I — Domestic Securities"
---

# §77o. Liability of controlling persons

- (a) **Controlling persons—** Every [person](/usc/15/77b.md?p=a-2) who, by or through stock ownership, agency, or otherwise, or who, pursuant to or in connection with an [agreement](/usc/15/7a.md?p=2) or understanding with one or more other [persons](/usc/15/77b.md?p=a-2) by or through stock ownership, agency, or otherwise, controls any [person](/usc/15/77b.md?p=a-2) liable under sections [77k](/usc/15/77k.md) or [77l](/usc/15/77l.md) of this title, shall also be liable jointly and severally with and to the same extent as such controlled [person](/usc/15/77b.md?p=a-2) to any [person](/usc/15/77b.md?p=a-2) to whom such controlled [person](/usc/15/77b.md?p=a-2) is liable, unless the controlling [person](/usc/15/77b.md?p=a-2) had no knowledge of or reasonable ground to believe in the existence of the facts by reason of which the liability of the controlled [person](/usc/15/77b.md?p=a-2) is alleged to exist.
- (b) **Prosecution of persons who aid and abet violations—** For purposes of any action brought by the [Commission](/usc/15/77b.md?p=a-5) under subparagraph (b) or (d) of [section 77t of this title](/usc/15/77t.md), any [person](/usc/15/77b.md?p=a-2) that knowingly or recklessly provides substantial assistance to another [person](/usc/15/77b.md?p=a-2) in violation of a provision of this subchapter, or of any rule or regulation issued under this subchapter, shall be deemed to be in violation of such provision to the same extent as the [person](/usc/15/77b.md?p=a-2) to whom such assistance is provided.

## Source credit

(May 27, 1933, ch. 38, title I, § 15, 48 Stat. 84; June 6, 1934, ch. 404, title II, § 208, 48 Stat. 908; Pub. L. 111–203, title IX, § 929M(a), July 21, 2010, 124 Stat. 1861.)

## Notes

### Editorial Notes

### Amendments

2010—Pub. L. 111–203 designated existing provisions as subsec. (a), inserted heading, and added subsec. (b).

1934—Act June 6, 1934, exempted from liability controlling persons having no knowledge or reasonable grounds for belief.

### Statutory Notes and Related Subsidiaries

### Effective Date of 2010 Amendment

Amendment by Pub. L. 111–203 effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. L. 111–203, set out as an Effective Date note under section 5301 of Title 12, Banks and Banking.