908
73d C ONGRESS . SESS. II. CH. 404. JUNE 6, 1934 . public) and the value thereof as of the time such suit was brought : Proviso .
Provided That if the defendant roves that any portion or all of Defendant not liable
h
yh for damages, proved to such damages represents other than the depreciation in value of bear no re lati onshi p to his misconduc t . such security resulting from such part of the registration statement, with respect to which his liability is asserted, not being true or omitting to state a material fact required to be stated therein or Liability of under- writer receiving no necessary to make the statements therein not misleading, such por- preferential treatment . tion of or all such damages shall not be recoverable . In no event shall any underwriter (unless such underwriter shall have know- ingly received from the issuer for acting as an underwriter some benefit, directly or indirectly, in which all other underwriters sim- ilarly situated did not share in proportion to their respective interests in the underwriting) be liable in any suit or as a conse- quence of suits authorized under subsection (a) for damages in excess of the total price at which the securities underwritten by him and distributed to the public were offered to the public . In any suit under this or any other section of this title the court may, in undertaking ; costs of its discretion, require an undertaking for the payment of the costs suit .
of such suit, including reasonable attorney's fees, and if judgment shall be rendered against a party litigant, upon the motion of the Assessment . other party litigant, suc h costs may b e assessed in favor of such party litigant (whether or not such undertaking has been required) if the court believes the suit or the defense to have been without merit, in an amount sufficient to reimburse him for the reasonable expenses incurred by him, in connection with such suit, such costs to be taxed in the manner u sually provid ed for taxing of costs in the court in which the suit was heard ." Periods of limitations SEC . 20 7 . Section 13 of such Act is amended (a ) by striking out reduced. p.84. `' two years " wherever it appears therein and inserting in lien thereof "one y ear " ; (b) by striking out "ten years" and inserting in lieu thereo f "three year s " ; and (c) b y inse rting immed iately before the period at the end thereof a comma and the following " or under section 12 (2) more than three years after the sale " . Liab ility of contr ol- ling persons .
SEC. 208. Section 15 of such Act is amended by inserting imme- . Ante, p. 84.
diately before the period a t the end the reof a comma a nd the fol- lowing : " unless the controlling person had no knowledge of or reasonable ground to believe in the existence of the facts by reason Powers of Commis- of which the liability of the controlled person is alleged to exist " . sion ; define technical SEC. 209. (a) The first sentence of subsection (a) of section 19 of terms . Ante, p. 85.
such Act is amended by inserting after the word " accounting " a comma and the word " technical ". Pro tec ti on mis s relying on Commission (b) Subsection (a) of such section 19 is further amended by on in good faith . adding at the end thereof the following new sentence
- "Nopro-
vision of this title imposing any liability shall apply to any act done or omitted in good faith in conformity with any rule or regu- lation of the Commission, notwithstanding that such rule or regula- tion may, after such act or omission, be amended or rescinded or be determined by judicial or other authority to be invalid for any Transfer of duties, reason . " etc., from Federal Trade SEC . 2 10 . Upon the e xpiration of sixty days af ter the date u pon Commission .
which a majority of the members of the Securities and Exchange Commission appointed under section 4 of title I of this Act have Ante, p. 93. qual ifie d an d ta ken offi ce, all powe rs, duti es, and func tion s of the Federal Trade Commission under the Securities Act of 1933 shal l be transferred to such Commission, together with all property, books, records , and unexpen ded balances of appropriati ons used by or available t o the Federal Trade Commis sion for carry ing out its functions under the Securities Act of 1933 . All pro ceed ings , he ar- ings, or investigations commenced or pending before the Federal
