Title 15, Commerce and TradeRelease 119-110
§77z–1 Private Securities Litigation
Title 15 › CHAPTER 2A — SECURITIES AND TRUST INDENTURES › SUBCHAPTER I — DOMESTIC SECURITIES › § 77z–1
Summary
People who bring a securities class-action lawsuit must file a sworn statement with the complaint that they reviewed and approved the suit, did not buy the security at a lawyer’s direction or to join the suit, are willing to represent the class and testify if needed, list all their transactions in the security during the class period, say if they sought to serve as a class representative in any other similar case in the last 3 years, and promise not to take extra payment for serving as a class representative beyond their pro rata share unless the court orders it. Filing that statement does not waive attorney-client privilege. Within 20 days after the complaint is filed, the filer must publish a notice in a major national business paper or wire saying the case is pending and that class members have 60 days to ask the court to be lead plaintiff. The court must consider those motions and, not later than 90 days after the notice, pick the person or group best able to represent the class. The court will presume the best lead plaintiff is the person or group that filed or moved, has the largest financial stake, and meets the usual class-action rules (Rule 23), unless someone proves that person cannot fairly represent the class or has unique defenses. Lead plaintiffs choose counsel with court approval. A person may not be lead plaintiff (or an officer, director, or fiduciary of a lead plaintiff) in more than 5 such cases in any 3-year period. A class representative’s share of any judgment or settlement must match other class members on a per-share basis, though the court may award reasonable costs and lost wages. Settlements must not be filed under seal except for parts that would cause direct, substantial harm if published. Court-awarded attorneys’ fees and expenses for class counsel must not exceed a reasonable percentage of the damages and prejudgment interest actually paid to the class. Any settlement notice to the class must say the total and per-share recovery, explain the likely damages per share or where parties disagree, list any fees sought, give contact information for class counsel, explain why the settlement is proposed, and include other court-required details. During a motion to dismiss, discovery is stayed unless the court allows limited discovery to save evidence or prevent unfair harm, and parties with notice must preserve relevant documents and data. Courts must review Rule 11(b) compliance at case end and impose sanctions for violations, usually making the violator pay the opposing side’s reasonable fees and expenses unless the violator shows that would be unjust or the violation was trivial. If a defendant asks, the jury must be given a written question about each defendant’s state of mind when the alleged violation happened.
Full Legal Text
Title 15, §77z–1
Commerce and Trade, Source: USLM XML via OLRC
(a)Private class actions
(1)In general
The provisions of this subsection shall apply to each private action arising under this subchapter that is brought as a plaintiff class action pursuant to the Federal Rules of Civil Procedure.
(2)Certification filed with complaint
(A)In general
Each plaintiff seeking to serve as a representative party on behalf of a class shall provide a sworn certification, which shall be personally signed by such plaintiff and filed with the complaint, that—
(i)states that the plaintiff has reviewed the complaint and authorized its filing;
(ii)states that the plaintiff did not purchase the security that is the subject of the complaint at the direction of plaintiff’s counsel or in order to participate in any private action arising under this subchapter;
(iii)states that the plaintiff is willing to serve as a representative party on behalf of a class, including providing testimony at deposition and trial, if necessary;
(iv)sets forth all of the transactions of the plaintiff in the security that is the subject of the complaint during the class period specified in the complaint;
(v)identifies any other action under this subchapter, filed during the 3-year period preceding the date on which the certification is signed by the plaintiff, in which the plaintiff has sought to serve, or served, as a representative party on behalf of a class; and
(vi)states that the plaintiff will not accept any payment for serving as a representative party on behalf of a class beyond the plaintiff’s pro rata share of any recovery, except as ordered or approved by the court in accordance with paragraph (4).
(B)Nonwaiver of attorney-client privilege
The certification filed pursuant to subparagraph (A) shall not be construed to be a waiver of the attorney-client privilege.
(3)Appointment of lead plaintiff
(A)Early notice to class members
(i)In general
Not later than 20 days after the date on which the complaint is filed, the plaintiff or plaintiffs shall cause to be published, in a widely circulated national business-oriented publication or wire service, a notice advising members of the purported plaintiff class—
(I)of the pendency of the action, the claims asserted therein, and the purported class period; and
(II)that, not later than 60 days after the date on which the notice is published, any member of the purported class may move the court to serve as lead plaintiff of the purported class.
(ii)Multiple actions
If more than one action on behalf of a class asserting substantially the same claim or claims arising under this subchapter is filed, only the plaintiff or plaintiffs in the first filed action shall be required to cause notice to be published in accordance with clause (i).
(iii)Additional notices may be required under Federal rules
Notice required under clause (i) shall be in addition to any notice required pursuant to the Federal Rules of Civil Procedure.
(B)Appointment of lead plaintiff
(i)In general
Not later than 90 days after the date on which a notice is published under subparagraph (A)(i), the court shall consider any motion made by a purported class member in response to the notice, including any motion by a class member who is not individually named as a plaintiff in the complaint or complaints, and shall appoint as lead plaintiff the member or members of the purported plaintiff class that the court determines to be most capable of adequately representing the interests of class members (hereafter in this paragraph referred to as the “most adequate plaintiff”) in accordance with this subparagraph.
(ii)Consolidated actions
If more than one action on behalf of a class asserting substantially the same claim or claims arising under this subchapter has been filed, and any party has sought to consolidate those actions for pretrial purposes or for trial, the court shall not make the determination required by clause (i) until after the decision on the motion to consolidate is rendered. As soon as practicable after such decision is rendered, the court shall appoint the most adequate plaintiff as lead plaintiff for the consolidated actions in accordance with this subparagraph.
(iii)Rebuttable presumption
(I)In general
Subject to subclause (II), for purposes of clause (i), the court shall adopt a presumption that the most adequate plaintiff in any private action arising under this subchapter is the person or group of persons that—
(aa)has either filed the complaint or made a motion in response to a notice under subparagraph (A)(i);
(bb)in the determination of the court, has the largest financial interest in the relief sought by the class; and
(cc)otherwise satisfies the requirements of Rule 23 of the Federal Rules of Civil Procedure.
(II)Rebuttal evidence
The presumption described in subclause (I) may be rebutted only upon proof by a member of the purported plaintiff class that the presumptively most adequate plaintiff—
(aa)will not fairly and adequately protect the interests of the class; or
(bb)is subject to unique defenses that render such plaintiff incapable of adequately representing the class.
(iv)Discovery
For purposes of this subparagraph, discovery relating to whether a member or members of the purported plaintiff class is the most adequate plaintiff may be conducted by a plaintiff only if the plaintiff first demonstrates a reasonable basis for a finding that the presumptively most adequate plaintiff is incapable of adequately representing the class.
(v)Selection of lead counsel
The most adequate plaintiff shall, subject to the approval of the court, select and retain counsel to represent the class.
(vi)Restrictions on professional plaintiffs
Except as the court may otherwise permit, consistent with the purposes of this section, a person may be a lead plaintiff, or an officer, director, or fiduciary of a lead plaintiff, in no more than 5 securities class actions brought as plaintiff class actions pursuant to the Federal Rules of Civil Procedure during any 3-year period.
(4)Recovery by plaintiffs
The share of any final judgment or of any settlement that is awarded to a representative party serving on behalf of a class shall be equal, on a per share basis, to the portion of the final judgment or settlement awarded to all other members of the class. Nothing in this paragraph shall be construed to limit the award of reasonable costs and expenses (including lost wages) directly relating to the representation of the class to any representative party serving on behalf of the class.
(5)Restrictions on settlements under seal
The terms and provisions of any settlement agreement of a class action shall not be filed under seal, except that on motion of any party to the settlement, the court may order filing under seal for those portions of a settlement agreement as to which good cause is shown for such filing under seal. For purposes of this paragraph, good cause shall exist only if publication of a term or provision of a settlement agreement would cause direct and substantial harm to any party.
(6)Restrictions on payment of attorneys’ fees and expenses
Total attorneys’ fees and expenses awarded by the court to counsel for the plaintiff class shall not exceed a reasonable percentage of the amount of any damages and prejudgment interest actually paid to the class.
(7)Disclosure of settlement terms to class members
Any proposed or final settlement agreement that is published or otherwise disseminated to the class shall include each of the following statements, along with a cover page summarizing the information contained in such statements:
(A)Statement of plaintiff recovery
The amount of the settlement proposed to be distributed to the parties to the action, determined in the aggregate and on an average per share basis.
(B)Statement of potential outcome of case
(i)Agreement on amount of damages
If the settling parties agree on the average amount of damages per share that would be recoverable if the plaintiff prevailed on each claim alleged under this subchapter, a statement concerning the average amount of such potential damages per share.
(ii)Disagreement on amount of damages
If the parties do not agree on the average amount of damages per share that would be recoverable if the plaintiff prevailed on each claim alleged under this subchapter, a statement from each settling party concerning the issue or issues on which the parties disagree.
(iii)Inadmissibility for certain purposes
A statement made in accordance with clause (i) or (ii) concerning the amount of damages shall not be admissible in any Federal or State judicial action or administrative proceeding, other than an action or proceeding arising out of such statement.
(C)Statement of attorneys’ fees or costs sought
If any of the settling parties or their counsel intend to apply to the court for an award of attorneys’ fees or costs from any fund established as part of the settlement, a statement indicating which parties or counsel intend to make such an application, the amount of fees and costs that will be sought (including the amount of such fees and costs determined on an average per share basis), and a brief explanation supporting the fees and costs sought.
(D)Identification of lawyers’ representatives
The name, telephone number, and address of one or more representatives of counsel for the plaintiff class who will be reasonably available to answer questions from class members concerning any matter contained in any notice of settlement published or otherwise disseminated to the class.
(E)Reasons for settlement
A brief statement explaining the reasons why the parties are proposing the settlement.
(F)Other information
Such other information as may be required by the court.
(8)Attorney conflict of interest
If a plaintiff class is represented by an attorney who directly owns or otherwise has a beneficial interest in the securities that are the subject of the litigation, the court shall make a determination of whether such ownership or other interest constitutes a conflict of interest sufficient to disqualify the attorney from representing the plaintiff class.
(b)Stay of discovery; preservation of evidence
(1)In general
In any private action arising under this subchapter, all discovery and other proceedings shall be stayed during the pendency of any motion to dismiss, unless the court finds, upon the motion of any party, that particularized discovery is necessary to preserve evidence or to prevent undue prejudice to that party.
(2)Preservation of evidence
During the pendency of any stay of discovery pursuant to this subsection, unless otherwise ordered by the court, any party to the action with actual notice of the allegations contained in the complaint shall treat all documents, data compilations (including electronically recorded or stored data), and tangible objects that are in the custody or control of such person and that are relevant to the allegations, as if they were the subject of a continuing request for production of documents from an opposing party under the Federal Rules of Civil Procedure.
(3)Sanction for willful violation
A party aggrieved by the willful failure of an opposing party to comply with paragraph (2) may apply to the court for an order awarding appropriate sanctions.
(4)Circumvention of stay of discovery
Upon a proper showing, a court may stay discovery proceedings in any private action in a State court as necessary in aid of its jurisdiction, or to protect or effectuate its judgments, in an action subject to a stay of discovery pursuant to this subsection.
(c)Sanctions for abusive litigation
(1)Mandatory review by court
In any private action arising under this subchapter, upon final adjudication of the action, the court shall include in the record specific findings regarding compliance by each party and each attorney representing any party with each requirement of Rule 11(b) of the Federal Rules of Civil Procedure as to any complaint, responsive pleading, or dispositive motion.
(2)Mandatory sanctions
If the court makes a finding under paragraph (1) that a party or attorney violated any requirement of Rule 11(b) of the Federal Rules of Civil Procedure as to any complaint, responsive pleading, or dispositive motion, the court shall impose sanctions on such party or attorney in accordance with Rule 11 of the Federal Rules of Civil Procedure. Prior to making a finding that any party or attorney has violated Rule 11 of the Federal Rules of Civil Procedure, the court shall give such party or attorney notice and an opportunity to respond.
(3)Presumption in favor of attorneys’ fees and costs
(A)In general
Subject to subparagraphs (B) and (C), for purposes of paragraph (2), the court shall adopt a presumption that the appropriate sanction—
(i)for failure of any responsive pleading or dispositive motion to comply with any requirement of Rule 11(b) of the Federal Rules of Civil Procedure is an award to the opposing party of the reasonable attorneys’ fees and other expenses incurred as a direct result of the violation; and
(ii)for substantial failure of any complaint to comply with any requirement of Rule 11(b) of the Federal Rules of Civil Procedure is an award to the opposing party of the reasonable attorneys’ fees and other expenses incurred in the action.
(B)Rebuttal evidence
The presumption described in subparagraph (A) may be rebutted only upon proof by the party or attorney against whom sanctions are to be imposed that—
(i)the award of attorneys’ fees and other expenses will impose an unreasonable burden on that party or attorney and would be unjust, and the failure to make such an award would not impose a greater burden on the party in whose favor sanctions are to be imposed; or
(ii)the violation of Rule 11(b) of the Federal Rules of Civil Procedure was de minimis.
(C)Sanctions
If the party or attorney against whom sanctions are to be imposed meets its burden under subparagraph (B), the court shall award the sanctions that the court deems appropriate pursuant to Rule 11 of the Federal Rules of Civil Procedure.
(d)Defendant’s right to written interrogatories
In any private action arising under this subchapter in which the plaintiff may recover money damages only on proof that a defendant acted with a particular state of mind, the court shall, when requested by a defendant, submit to the jury a written interrogatory on the issue of each such defendant’s state of mind at the time the alleged violation occurred.
Legislative History
Notes & Related Subsidiaries
Editorial Notes
References in Text
The Federal Rules of Civil Procedure, referred to in subsecs. (a)(1), (3)(A)(iii), (B)(iii)(I)(cc), (vi), (b)(2), and (c), are set out in the Appendix to Title 28, Judiciary and Judicial Procedure.
Amendments
1998—Pub. L. 105–353, § 301(a)(5), made technical correction relating to placement of section in subchapter. Subsec. (b)(4). Pub. L. 105–353, § 101(a)(2), added par. (4).
Statutory Notes and Related Subsidiaries
Effective Date
of 1998 AmendmentAmendment by section 101(a)(2) of Pub. L. 105–353 not to affect or apply to any action commenced before and pending on Nov. 3, 1998, see section 101(c) of Pub. L. 105–353, set out as a note under section 77p of this title.
Effective Date
Section not to affect or apply to any private action arising under this subchapter or title I of the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.), commenced before and pending on Dec. 22, 1995, see section 108 of Pub. L. 104–67, set out as an
Effective Date
of 1995 Amendment note under section 77l of this title.
Construction
Nothing in section 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 (15 U.S.C. 78a et seq.), see section 203 of Pub. L. 104–67, set out as a note under section 78j–1 of this title.
Reference
Citations & Metadata
Citation
15 U.S.C. § 77z–1
Title 15, Commerce and Trade
Last Updated
Sep 22, 2026
Release point: 119-110