S.240 - Private Securities Litigation Reform Act of 1995104th Congress (1995-1996)
Summary: S.240 — 104th Congress (1995-1996)
Reported to Senate amended (06/19/1995)
TABLE OF CONTENTS:
Title I: Reduction of Abusive
Title II: Reduction of Coercive
Title III: Auditor Disclosure of Corporate Fraud
Private Securities Litigation Reform Act of 1995 - Title I: Reduction of Abusive Litigation - Amends the Securities Exchange Act of 1934 (the Act) to prohibit brokers or dealers from soliciting or accepting referral fees from an attorney for obtaining the representation of a customer in unapproved action.
(Sec. 101) Amends the Securities Act of 1933 and the Securities Exchange Act of 1934 (the Acts) with respect to class action suits to: (1) require the court to determine whether an interest on the part of plaintiff's counsel in the securities that are the subject of the litigation constitutes a conflict of interest sufficient to disqualify the attorney from representing the party; (2) prohibit the use of disgorgement funds resulting from actions brought by the Securities Exchange Commission (SEC) to pay legal expenses incurred by private parties seeking distribution of such funds; (3) mandate recovery by the representative party in a class action suit in the same manner as all other members of the class; (4) restrict settlements under seal; (5) restrict payment of attorney's fees from settlement funds; (6) mandate disclosure of settlement terms to class members; and (7) prescribe procedures governing the appointment of the lead plaintiff.
(Sec. 103) Amends the Acts to prescribe procedural guidelines to: (1) impose sanctions upon the party in violation of the Federal Rules of Civil Procedure with respect to abusive litigation; and (2) stay discovery during the pendency of any motion to dismiss (unless particularized discovery is necessary to preserve evidence).
(Sec. 104) Amends the Securities Exchange Act of 1934 to require: (1) particularity in securities fraud actions alleging misleading statements and omissions; (2) specific allegations of facts giving rise to a strong inference that the defendant acted with the required state of mind in a private action in which the plaintiff may recover money damages; and (3) place the burden of proving loss causation upon the plaintiff.
(Sec. 105) Amends the Acts to provide an issuer of securities, except in specified circumstances, with safe harbor from liability for forward-looking statements regarding a security's projected performance or operations.
Amends the Investment Company Act of 1940 to prescribe guidelines under which the Securities and Exchange Commission shall promulgate regulations governing forward-looking statements.
(Sec. 106) Amends the Acts to grant the defendant, in a private action for money damages based only on the defendant's particular state of mind, the right to have the court submit to the jury a written state-of-mind interrogatory for each alleged violation.
(Sec. 107) Amends the Racketeer Influenced and Corrupt Organizations (RICO) statute to exclude as a basis for a civil action for treble damages for certain prohibited activities any conduct that would have been actionable as securities fraud.
(Sec. 108) Amends the Securities Exchange Act of 1934 to authorize the SEC to seek injunctive relief or money penalties against aiders and abettors of securities laws violations.
(Sec. 109) Amends the Securities Act of 1933 to allow a defendant to avoid rescissionary damages in an action based upon misstatements or omissions contained in a prospectus if the defendant proves that the depreciation in the value of a security resulted from factors unrelated to the alleged misstatement or omission.
Title II: Reduction of Coercive Settlements - Amends the Securities Exchange Act of 1934 to prescribe a limitation-on-damages formula (difference between price and value) in an action based upon a misstatement or omission.
(Sec. 202) Modifies the allocation of damages scheme to distinguish between primary degrees of responsibility and the application of proportionate liability.
Title III: Auditor Disclosure of Corporate Fraud - Modifies requirements for audits conducted by an independent public accountant of an issuer's financial statements to include procedures to: (1) detect illegal acts that would have a direct and material effect on the determination of financial statement amounts; (2) identify related party transactions material to financial statements; and (3) evaluate an issuer's ability to continue as a going concern.
(Sec. 301) Sets forth notification and reporting guidelines for a public accountant who detects illegal activities during the course of an audit. Declares that an auditor shall not be liable in a private action for complying with such guidelines. Establishes civil penalties for an auditor's noncompliance with this Act.