[Congressional Record Volume 141, Number 106 (Tuesday, June 27, 1995)]
[Senate]
[Pages S9182-S9183]
From the Congressional Record Online through the Government Publishing Office [www.gpo.gov]


                 AMENDMENTS SUBMITTED ON JUNE 26, 1995

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          THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

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                        BRYAN AMENDMENT NO. 1474

  Mr. BRYAN proposed an amendment to the bill (S. 240) to amend the 
Securities Exchange Act of 1934 to establish a filing deadline and to 
provide certain safeguards to ensure that the interests of investors 
are well protected under the implied private action provisions of the 
act; as follows:

       On page 127, strike line 20 and all that follows through 
     page 128, line 15, and insert the following:

     SEC. 108. AUTHORITY OF COMMISSION TO PROSECUTE AIDING AND 
                   ABETTING.

       (a) Securities Act of 1933.--Section 20 of the Securities 
     Act of 1933 (15 U.S.C. 77t) is amended by adding at the end 
     the following new subsection:
       ``(n) Prosecution of Persons Who Aid or Abet Violations.--
     For purposes of subsections (b) and (d), any person who 
     knowingly or recklessly provides substantial assistance to 
     another person in the violation of a provision of this title, 
     or of any rule or regulation promulgated under this title, 
     shall be deemed to violate such provision to the same extent 
     as the person to whom such assistance is provided. No person 
     shall be liable under this subsection based on an omission or 
     failure to act unless such omission or failure constituted a 
     breach of a duty owed by such person.''.
       (b) Securities Exchange Act of 1934.--Section 20 of the 
     securities exchange Act of 1934 (15 U.S.C. 78t) is amended--
       (1) by adding at the end the following new subsection:
       ``(e) Prosecution of Persons Who Aid or Abet Violations.--
     For purposes of paragraphs (1) and (3) of section 21(d), or 
     an action by a self-regulatory organization, or an express or 
     implied private right of action arising under this title, any 
     person who knowingly or recklessly provides substantial 
     assistance to another person in the violation of a provision 
     of this title, or of any rule or regulation promulgated under 
     this title, shall be deemed to violate such provision and 
     shall be liable to the same extent as the person to whom such 
     assistance is provided. No person shall be liable under this 
     subsection based on an omission or failure to act unless such 
     omission or failure constituted a breach of a duty owed by 
     such person.''; and
       (2) by striking the section heading and inserting the 
     following:

     ``SEC. 20. LIABILITY OF CONTROLLING PERSONS AND PERSONS WHO 
                   AID OR ABET VIOLATIONS.''.

       (c) Investment Company Act of 1940.--Section 42 of the 
     Investment Company Act of 1940 (15 U.S.C. 81a-41) is amended 
     by adding at the end the following new subsection:
       ``(f) Prosecution of Persons Who Aid or Abet Violations.--
     For purposes of subsections (d) and (e), any person who 
     knowingly or recklessly provides substantial assistance to 
     another person in the violation of a provision of this title, 
     or of any rule, regulation, or order promulgated under this 
     title, shall be deemed to violate such provision to the same 
     extent as the person to whom such assistance is provided. No 
     person shall be liable under this subsection based on an 
     omission or failure to act unless such omission or failure 
     constituted a breach of a duty owed by such person.''.
       (d) Investment Advisers Act of 1940.--Section 209(d) of the 
     Investment Advisers Act of 1940 (15 U.S.C. 80b-9) is amended)
       (1) in subsection (d)--
       (A) by striking ``or that any person has aided, abetted, 
     counseled, commanded, induced, or procured, is aiding, 
     abetting, counseling, commanding, inducing, or procuring, or 
     is about to aid, abet, counsel, command, induce, or procure 
     such a violation,''; and
       (B) by striking ``or in aiding, abetting, counseling, 
     commanding, inducing, or procuring any such act or 
     practice''; and
       (2) by adding at the end the following new subsection:
       ``(f) Prosecution of Persons Who Aid or Abet Violations.--
     For purposes of subsections (d) and (e), any person who 
     knowingly or recklessly provides substantial assistance to 
     another person in the violation of a provision of this title, 
     or of any rule, regulation, or order promulgated under this 
     title, shall be deemed to violate such provision to the same 
     extent as the person to whom such assistance is provided. No 
     person shall be liable under this subsection based on an 
     omission or failure to act unless such omission or failure 
     constituted a breach of duty owed by such person.''.
                                 ______


                BOXER (AND BINGAMAN) AMENDMENT NO. 1475

  Mrs. BOXER (for herself and Mr. Bingaman) proposed an amendment to 
the bill, S. 240, supra; as follows:

       On page 98, strike line 3, and all that follows through 
     page 100, line 22, and insert the following:
       ``(2) Appointment of lead plaintiff or plaintiffs.--Not 
     later than 90 days after the date on which a notice is 
     published under subparagraph (A) or (B) of paragraph (1), the 
     court shall determine whether all named plaintiffs acting on 
     behalf of the purported plaintiff class who have moved the 
     court to be appointed to serve as lead plaintiff under 
     paragraph (1)(A)(ii) have unanimously selected a named 
     plaintiff or plaintiffs to serve as lead plaintiff or 
     plaintiffs of the purported plaintiff class, and--
       ``(A) if so, shall appoint such named plaintiff or 
     plaintiffs to serve as lead plaintiff or plaintiffs of the 
     purported plaintiff class; or
       ``(B) if not, after considering all relevant factors, 
     including, but not limited to financial interest in the 
     relief sought, work done to develop and prosecute the case, 
     the quality of the claim, prior experience representing 
     classes, possible conflicting interests, and exposure to 
     unique defenses, shall select and appoint a named plaintiff 
     or plaintiffs to serve as lead plaintiff or plaintiffs of the 
     purported plaintiff class.
       ``(3) Selection of lead counsel.--The lead plaintiff or 
     plaintiffs appointed under paragraph (2) shall, subject to 
     the approval of the court, select and retain counsel to 
     represent the class.''
       On page 102, strike line 3, and all that follows through 
     page 104, line 22, and insert the following:
       ``(2) Appointment of lead plaintiff or plaintiffs.--Not 
     later than 90 days after the date on which a notice is 
     published under subparagraph (A) or (B) of paragraph (1), the 
     court shall determine whether all named plaintiffs acting on 
     behalf of the purported plaintiff class who have moved the 
     court to be appointed to serve as lead plaintiff under 
     paragraph (1)(A)(ii) have unanimously selected a named 
     plaintiff or plaintiffs to serve as lead plaintiff or 
     plaintiffs of the purported plaintiff class, and--
       ``(A) if so, shall appoint such named plaintiff or 
     plaintiffs to serve as lead plaintiff or plaintiffs of the 
     purported plaintiff class; or

[[Page S 9183]]

       ``(B) if not, after considering all relevant factors, 
     including, but not limited to financial interest in the 
     relief sought, work done to develop and prosecute the case, 
     the quality of the claim, prior experience representing 
     classes, possible conflicting interests, and exposure to 
     unique defenses, shall select and appoint a named plaintiff 
     or plaintiffs to serve as lead plaintiff or plaintiffs of the 
     purported plaintiff class.
       ``(3) Selection of lead counsel.--The lead plaintiff or 
     plaintiffs appointed under paragraph (2) shall, subject to 
     the approval of the court, select and retain counsel to 
     represent the class.''.

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