SEC. 2. REPEAL OF PROVISIONS OF LAW LIMITING SHARE-
HOLDER ACTIONS UNDER THE SECURITIES 
LAWS. 
(a) REPEALS.—The following provisions of law are 
repealed: 
(1) Subsections (b), (c), and (d) of section 27 
of the Securities Act of 1933 (15 U.S.C. 77z–1(b), 
(c), (d)). 
(2) Section 27A of the Securities Act of 1933 
(15 U.S.C. 77z–2). 
(3) Section 21E of the Securities Exchange Act 
of 1934 (15 U.S.C. 78u–5). 
(4) Section 11(f)(2) of the Securities Act of 
1933 (15 U.S.C. 77k(f)(2)). 
(5) Subsections (b) through (f) of section 16 of 
the Securities Act of 1933 (15 U.S.C. 77p(b)–(f)). 
(6) Subsection (f) of section 28 of the Securi-
ties Exchange Act of 1934 (15 U.S.C. 78bb(f)). 
(b) ADDITIONAL AMENDMENTS TO PROTECT SHARE-
HOLDER ACTIONS AND WHISTLEBLOWERS.—Section 21D 
of the Securities Exchange Act of 1934 (15 U.S.C. 78u–
4) is amended—
(1) in subsection (a)—
(A) by striking paragraph (8); and 
(B) by redesignating paragraph (9) as 
paragraph (8);
(2) in subsection (b)—
(A) by inserting ‘‘, but not the sources of 
those facts,’’ after ‘‘particularity all facts’’ in 
paragraph (1); 
(B) by striking ‘‘strong’’ in paragraph (2); 
(C) by striking paragraph (3); 
(D) by redesignating paragraph (4) as 
paragraph (3); and 
(3) by striking subsections (c) through (f). 
(c) CONFORMING AMENDMENTS.—
(1) Section 16 of the Securities Act of 1933 (15 
U.S.C. 77p) is amended by striking ‘‘(a) REMEDIES 
ADDITIONAL.—Except as provided in subsection (b), 
the rights’’ and inserting ‘‘The rights’’. 
(2) Section 22(a) of the Securities Act of 1933 
(15 U.S.C. 77v(a)) is amended—
(A) by striking ‘‘except as provided in sec-
tion 16 with respect to covered class actions,’’; 
and 
(B) by striking ‘‘Except as provided in sec-
tion 16(c), no case’’ and inserting ‘‘No case’’. 
(3) Section 28(a) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78bb(a)) is amended by 
striking ‘‘Except as provided in subsection (f), the 
rights’’ and inserting ‘‘The rights’’.
SEC. 3. RESTORATION OF AIDING AND ABETTING LIABIL-
ITY. 
(a) SECURITIES ACT OF 1933.—Section 20 of the Se-
curities Act of 1933 (15 U.S.C. 77t) is amended by adding 
at the end the following new subsection: 
‘‘(h) PROSECUTION OF PERSONS WHO AID OR ABET 
VIOLATIONS.—For purposes of subsections (b) and (d), 
any person who knowingly or recklessly provides substan-
tial assistance to another person in the violation of a provi-
sion of this title, or of any rule or regulation hereunder, 
shall be deemed to violate such provision to the same ex-
tent 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 fail-
ure constituted a breach of a duty owed by such person.’’. 
(b) SECURITIES EXCHANGE ACT OF 1934.—Section 
20(e) of the Securities Exchange Act of 1934 (15 U.S.C. 
78t(e)) is amended to read as follows: 
‘‘(e) PROSECUTION OF PERSONS WHO AID OR ABET 
VIOLATIONS.—For purposes of subsections (d)(1) and 
(d)(3) of section 21, or an action by a self-regulatory orga-
nization, or an express or implied private right of action 
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 regu-
lation thereunder, shall be deemed to violate such provi-
sion 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 fail-
ure to act unless such omission or failure constituted a 
breach of a duty owed by such person.’’. 
(c) INVESTMENT COMPANY ACT OF 1940.—Section 
42 of the Investment Company Act of 1940 (15 U.S.C. 
80a–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 substan-
tial assistance to another person in the violation of a provi-
sion of this title, or of any rule, regulation, or order here-
under, shall be deemed to violate such provision to the 
same extent as the person to whom such assistance is pro-
vided. 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 sub-
section: 
‘‘(f) PROSECUTION OF PERSONS WHO AID OR ABET 
VIOLATIONS.—For purposes of subsections (d) and (e), 
any person who knowingly or recklessly provides substan-
tial assistance to another person in the violation of a provi-
sion of this title, or of any rule, regulation, or order here-
under, shall be deemed to violate such provision to the 
same extent as the person to whom such assistance is pro-
vided. 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 per-
son.’’.
SEC. 4. LIMITATIONS PERIOD FOR IMPLIED PRIVATE 
RIGHTS OF ACTION. 
Section 27A of the Securities Exchange Act of 1934 
(15 U.S.C. 78aa–1) is amended to read as follows: 
‘‘SEC. 27A. LIMITATIONS PERIOD FOR IMPLIED PRIVATE 
RIGHTS OF ACTION. 
‘‘(a) IN GENERAL.—Except as otherwise provided in 
this title, an implied private right of action arising under 
this title shall be brought not later than 3 years after the 
date on which the alleged violation was discovered. 
‘‘(b) EFFECTIVE DATE.—The limitations period pro-
vided by this section shall apply to all proceedings pending 
on or commenced after the date of enactment of the 
Shareholder and Employee Rights Restoration Act.’’.
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