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

# §77p. Additional remedies; limitation on remedies

- (a) **Remedies additional—** Except as provided in [subsection (b)](#b), the rights and remedies provided by this subchapter shall be in addition to any and all other rights and remedies that may exist at law or in equity.
- (b) **Class action limitations—** No covered class action based upon the statutory or common law of any [State](/usc/15/15g.md?p=2) or subdivision thereof may be maintained in any [State](/usc/15/15g.md?p=2) or Federal court by any private party alleging—
  - (1) an untrue statement or omission of a material fact in connection with the [purchase](/usc/15/77b.md?p=a-18) or sale of a covered [security](/usc/15/77b.md?p=a-1); or
  - (2) that the defendant used or employed any manipulative or deceptive [device](/usc/15/55.md?p=d) or contrivance in connection with the [purchase](/usc/15/77b.md?p=a-18) or sale of a covered [security](/usc/15/77b.md?p=a-1).
- (c) **Removal of covered class actions—** Any covered class action brought in any [State](/usc/15/15g.md?p=2) court involving a covered [security](/usc/15/77b.md?p=a-1), as set forth in [subsection (b)](#b), shall be removable to the Federal district court for the district in which the action is pending, and shall be subject to [subsection (b)](#b).
- (d) **Preservation of certain actions—**
  - (1) **Actions under State law of State of incorporation—**
    - (A) **Actions preserved—** Notwithstanding subsection [(b)](#b) or [(c)](#c), a covered class action described in subparagraph (B) of this paragraph that is based upon the statutory or common law of the [State](/usc/15/15g.md?p=2) in which the [issuer](/usc/15/77b.md?p=a-4) is incorporated (in the case of a corporation) or organized (in the case of any other entity) may be maintained in a [State](/usc/15/15g.md?p=2) or Federal court by a private party.
    - (B) **Permissible actions—** A covered class action is described in this subparagraph if it involves—
      - (i) the [purchase](/usc/15/77b.md?p=a-18) or sale of [securities](/usc/15/77b.md?p=a-1) by the [issuer](/usc/15/77b.md?p=a-4) or an affiliate of the [issuer](/usc/15/77b.md?p=a-4) exclusively from or to holders of equity [securities](/usc/15/77b.md?p=a-1) of the [issuer](/usc/15/77b.md?p=a-4); or
      - (ii) any recommendation, position, or other communication with respect to the sale of [securities](/usc/15/77b.md?p=a-1) of the [issuer](/usc/15/77b.md?p=a-4) that—
        - (I) is made by or on behalf of the [issuer](/usc/15/77b.md?p=a-4) or an affiliate of the [issuer](/usc/15/77b.md?p=a-4) to holders of equity [securities](/usc/15/77b.md?p=a-1) of the [issuer](/usc/15/77b.md?p=a-4); and
        - (II) concerns decisions of those equity holders with respect to voting their [securities](/usc/15/77b.md?p=a-1), acting in response to a tender or exchange [offer](/usc/15/77b.md?p=a-3), or exercising dissenters’ or appraisal rights.
  - (2) **State actions—**
    - (A) **In general—** Notwithstanding any other provision of this section, nothing in this section may be construed to preclude a [State](/usc/15/15g.md?p=2) or political subdivision thereof or a [State](/usc/15/15g.md?p=2) pension plan from bringing an action involving a covered [security](/usc/15/77b.md?p=a-1) on its own behalf, or as a member of a class comprised solely of other [States](/usc/15/15g.md?p=2), political subdivisions, or [State](/usc/15/15g.md?p=2) pension plans that are named plaintiffs, and that have authorized participation, in such action.
    - (B) **“State pension plan” defined—** For purposes of this paragraph, the term “[State](/usc/15/15g.md?p=2) pension plan” means a pension plan established and maintained for its employees by the government of the [State](/usc/15/15g.md?p=2) or political subdivision thereof, or by any agency or instrumentality thereof.
  - (3) **Actions under contractual agreements between issuers and indenture trustees—** Notwithstanding subsection [(b)](#b) or [(c)](#c), a covered class action that seeks to enforce a contractual [agreement](/usc/15/7a.md?p=2) between an [issuer](/usc/15/77b.md?p=a-4) and an indenture trustee may be maintained in a [State](/usc/15/15g.md?p=2) or Federal court by a party to the [agreement](/usc/15/7a.md?p=2) or a successor to such party.
  - (4) **Remand of removed actions—** In an action that has been removed from a [State](/usc/15/15g.md?p=2) court pursuant to [subsection (c)](#c), if the Federal court determines that the action may be maintained in [State](/usc/15/15g.md?p=2) court pursuant to this subsection, the Federal court shall remand such action to such [State](/usc/15/15g.md?p=2) court.
- (e) **Preservation of State jurisdiction—** The [securities](/usc/15/77b.md?p=a-1) [commission](/usc/15/77b.md?p=a-5) (or any agency or office performing like functions) of any [State](/usc/15/15g.md?p=2) shall retain jurisdiction under the laws of such [State](/usc/15/15g.md?p=2) to investigate and bring enforcement actions.
- (f) **Definitions—** For purposes of this section, the following definitions shall apply:
  - (1) **Affiliate of the issuer—** The term “affiliate of the [issuer](/usc/15/77b.md?p=a-4)” means a [person](/usc/15/77b.md?p=a-2) that directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with, the [issuer](/usc/15/77b.md?p=a-4).
  - (2) **Covered class action—**
    - (A) **In general—** The term “covered class action” means—
      - (i) any single lawsuit in which—
        - (I) damages are sought on behalf of more than 50 [persons](/usc/15/77b.md?p=a-2) or prospective class members, and questions of law or fact common to those [persons](/usc/15/77b.md?p=a-2) or members of the prospective class, without reference to issues of individualized reliance on an alleged misstatement or omission, predominate over any questions affecting only individual [persons](/usc/15/77b.md?p=a-2) or members; or
        - (II) one or more named parties seek to recover damages on a representative basis on behalf of themselves and other unnamed parties similarly situated, and questions of law or fact common to those [persons](/usc/15/77b.md?p=a-2) or members of the prospective class predominate over any questions affecting only individual [persons](/usc/15/77b.md?p=a-2) or members; or
      - (ii) any group of lawsuits filed in or pending in the same court and involving common questions of law or fact, in which—
        - (I) damages are sought on behalf of more than 50 [persons](/usc/15/77b.md?p=a-2); and
        - (II) the lawsuits are joined, consolidated, or otherwise proceed as a single action for any purpose.
    - (B) **Exception for derivative actions—** Notwithstanding [subparagraph (A)](#f-2-A), the term “covered class action” does not include an exclusively derivative action brought by one or more shareholders on behalf of a corporation.
    - (C) **Counting of certain class members—** For purposes of this paragraph, a corporation, investment company, pension plan, partnership, or other entity, shall be treated as one [person](/usc/15/77b.md?p=a-2) or prospective class member, but only if the entity is not established for the purpose of participating in the action.
    - (D) **Rule of construction—** Nothing in this paragraph shall be construed to affect the discretion of a [State](/usc/15/15g.md?p=2) court in determining whether actions filed in such court should be joined, consolidated, or otherwise allowed to proceed as a single action.
  - (3) **Covered security—** The term “covered [security](/usc/15/77b.md?p=a-1)” means a [security](/usc/15/77b.md?p=a-1) that satisfies the standards for a covered [security](/usc/15/77b.md?p=a-1) specified in paragraph (1) or (2) of [section 77r(b) of this title](/usc/15/77r.md?p=b) at the time during which it is alleged that the misrepresentation, omission, or manipulative or deceptive conduct occurred, except that such term shall not include any debt [security](/usc/15/77b.md?p=a-1) that is exempt from registration under this subchapter pursuant to rules issued by the [Commission](/usc/15/77b.md?p=a-5) under [section 77d(2)](/usc/15/77d.md)[^1] of this title.

## Footnotes

[^1]: See References in Text note below.

## Source credit

(May 27, 1933, ch. 38, title I, § 16, 48 Stat. 84; Pub. L. 105–353, title I, § 101(a)(1), Nov. 3, 1998, 112 Stat. 3227.)

## Notes

### Editorial Notes

### References in Text

Section 77d(2) of this title, referred to in subsec. (f)(3), was redesignated section 77d(a)(2) of this title by Pub. L. 112–106, title II, § 201(b)(1), (c)(1), Apr. 5, 2012, 126 Stat. 314.

### Amendments

1998—Pub. L. 105–353 amended section catchline and text generally. Prior to amendment, text read as follows: “The rights and remedies provided by this subchapter shall be in addition to any and all other rights and remedies that may exist at law or in equity.”

### Statutory Notes and Related Subsidiaries

### Effective Date of 1998 Amendment

Pub. L. 105–353, title I, § 101(c), Nov. 3, 1998, 112 Stat. 3233, provided that: “The amendments made by this section [amending this section and sections 77v, 77z–1, 78u–4, and 78bb of this title] shall not affect or apply to any action commenced before and pending on the date of enactment of this Act [Nov. 3, 1998].”