Remedies under the Securities Act of 1933, together with the class action device, are the most effective private remedies available to stockholders. This article examines civil liability under section 11 for false statements or omissions of material facts in registration statements, section 12(1) for offering to sell or selling securities in interstate commerce before filing a registration statement, and section 12(2) for selling securities using interstate facilities using false statements or omission of material facts. Class actions under the Securities Act must be brought as common questions of law or fact where common relief is sought, in which it is impractical to bring all persons constituting the class before the court, and the plaintiff can insure the adequate representation of the entire class. Not only is the propriety of the class a concern, but those instituting a class action must also be concerned with the class' composition, the statute of limitations, notice to the class, federal intervention rules, federal dismissal and compromise rules, the right to trial by jury, and the binding effect of the judgment. Even though the article highlights the requirements and concerns of bringing a class action, the author concludes that many questions remained unresolved with respect to common question class actions brought under the Securities Act of 1933.
Civil Liability to Stockholders under the Securities Act of 1933 and Remedy by Class Action,
San Diego L. Rev.
Available at: https://digital.sandiego.edu/sdlr/vol2/iss1/4