Private Securities Litigation Reform Act of 1995
PL 104-67 (H.R.1058), enacted 12/22/1995

PUBLIC LAW 104-67—DEC. 22, 1995 
109 STAT. 737 
Public Law 104-67 
104th Congress 
An Act 
To reform Federal securities litigation, and for other purposes. 
Be it enacted by the Senate and House of Representatives 
of 
the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE; TABLE OF CONTENTS. 
(a) SHORT TITLE.—^This Act may be cited as the "Private Securi-
ties Litigation Reform Act of 1995". 
(b) TABLE OF CONTENTS.—^The table of contents for this Act 
is as follows: 
Sec. 1. Short title; table of contents. 
TITLE I—REDUCTION OF ABUSIVE LITIGATION 
Sec. 101. Private securities litigation reform. 
Sec. 102. Safe harbor for forward-looking statements. 
Sec. 103. Elimination of certain abusive practices. 
Sec. 104. Authority of Commission to prosecute aiding and abetting. 
Sec. 105. Loss causation. 
Sec. 106. Study and report on protections for senior citizens and qualified retire-
ment plans. 
Sec. 107. Amendment to Racketeer Influenced and Corrupt Organizations Act. 
Sec. 108. Applicability. 
TITLE II—REDUCTION OF COERCIVE SETTLEMENTS 
Sec. 201. Proportionate liability. 
Sec. 202. Applicability. 
Sec. 203. Rule of construction. 
TITLE III—AUDITOR DISCLOSURE OF CORPORATE FRAUD 
Sec. 301. Fraud detection and disclosure. 
TITLE I—REDUCTION OF ABUSIVE 
LITIGATION 
Dec. 22, 1995 
[H.R. 1058] 
Private 
Securities 
Litigation 
Reform Act of 
1995. 
15 u s e 78a note. 
SEC. 101. PRIVATE SECURITIES UTIGATION REFORM. 
(a) SECURITIES ACT OF 1933.^Title I of the Securities Act 
of 1933 (15 U.S.C. 77a et seq.) is amended by adding at the end 
the following new section: 
"SEC. 27. PRIVATE SECURITIES LITIGATION. 
"(a) PRIVATE CLASS ACTIONS.— 
"(1) IN GENERAL.—^The provisions of this subsection shall 
apply to each private action arising under this title that is 
brought as a plaintiff class action pursuant to the Federal 
Rules of Civil Procedure. 
"(2) CERTIFICATION FILED WITH COMPLAINT.— 
15 u s e 77z-l. 
109 STAT. 738 
PUBLIC LAW 104-67—DEC. 22, 1995 
Publication. 
"(A) IN GENERAL.—Each plaintiff seeking to serve as 
a representative party on behalf of a class shall provide 
a sworn certification, which shall be personally signed by 
such plaintiff and filed with the complaint, that— 
"(i) states that the plaintiff has reviewed the com-
plaint and authorized its filing; 
"(ii) states that the plaintiff did not purchase the 
security that is the subject of the complaint at the 
direction of plaintiffs counsel or in order to participate 
in any private action arising under this title; 
"(iii) states that the plaintiff is willing to serve 
as a representative party on behalf of a class, including 
providing testimony at deposition and trial, if nec-
essary; 
"(iv) sets forth all of the transactions of the plain-
tiff in the security that is the subject of the complaint 
during the class period specified in the complaint; 
"(v) identifies any other action under this title, 
filed during the 3-year period preceding the date on 
which the certification is signed by the plaintiff, in 
which the plaintiff has sought to serve, or served, 
as a representative party on behalf of a class; and 
"(vi) states that the plaintiff will not accept any 
pa3mrient for serving as a representative party on behalf 
of a class beyond the plaintiffs pro rata share of any 
recovery, except as ordered or approved by the court 
in accordance with paragraph (4). 
"(B) NONWAIVER OF ATTORNEY-CLIENT PRIVILEGE.—^The 
certification filed pursuant to subparagraph (A) shall not 
be construed to be a waiver of the attorney-client privilege. 
"(3) APPOINTMENT OF LEAD PLAINTIFF.— 
"(A) EARLY NOTICE TO CLASS MEMBERS.— 
"(i) IN GENERAL.—^Not later than 20 days after 
the date on which the complaint is filed, the plaintiff 
or plaintiffs shall cause to be published, in a widely 
circulated national business-oriented publication or 
wire service, a notice advising members of the pur-
ported plaintiff class— 
"(I) of the pendency of the action, the claims 
asserted therein, and the purported class period; 
and 
"(II) that, not later than 60 days after the 
date on which the notice is published, any member 
of the purported class may move the court to serve 
as lead plaintiff of the purported class. 
"(ii) MULTIPLE ACTIONS.—If more than one action 
on behalf of a class asserting substantially the same 
claim or claims arising under this title is filed, only 
the plaintiff or plaintiffs in the first filed action shall 
be required to cause notice to be published in accord-
ance with clause (i). 
"(iii) ADDITIONAL NOTICES MAY BE REQUIRED UNDER 
FEDERAL RULES.—^Notice required under clause (i) shall 
be in addition to any notice required pursuant to the 
Federal Rules of Civil Procedure. 
"(B) APPOINTMENT OF LEAD PLAINTIFF.— 
PUBLIC K\W 104-67—DEC. 22, 1995 
109 STAT. 739 
"(i) IN GENERAL.—^Not later than 90 days after 
the date on which a notice is pubhshed under subpara-
graph (A)(i)., the court shall consider any motion made 
by a purported class member in response to the notice, 
including any motion by a class member who is not 
individually named as a plaintiff in the complaint or 
complaints, and shall appoint as lead plaintiff the 
member or members of the purported plaintiff class 
that the court determines to be most capable of ade-
quately representing the interests of class members 
(hereafter in this paragraph referred to as the 'most 
adequate plaintiff) in accordance with this subpara-
graph. 
"(ii) CONSOLIDATED ACTIONS.—If more than one 
action on behalf of a class asserting substantially the 
same claim or claims arising under this title has been 
filed, and any party has sought to consolidate those 
actions for pretrial purposes or for trial, the court 
shall not make the determination required by clause 
(i) until after the decision on the motion to consolidate 
is rendered. As soon as practicable after such decision 
is rendered, the court shall appoint the most adequate 
plaintiff as lead plaintiff for the consolidated actions 
in accordance with this subparagraph, 
"(iii) REBUTTABLE PRESUMPTION.— 
"(I) IN GENERAL.—Subject to subclause (II), 
for purposes of clause (i), the court shall adopt 
a presumption that the most adequate plaintiff 
in any private action arising under this title is 
the person or group of persons that— 
"(aa) has either filed the complaint or 
made a motion in response to a notice under 
subparagraph (A)(i); 
"(bb) in the determination of the court, 
has the largest financial interest in the relief 
sought by the class; and 
"(cc) otherwise satisfies the requirements 
of Rule 23 of the Federal Rules of Civil Proce-
dure. 
"(II) REBUTTAL EVIDENCE.—^The presumption 
described in subclause (I) may be rebutted only 
upon proof by a member of the purported plaintiff 
class that the presumptively most adequate plain-
tiff— 
"(aa) will not fairly and adequately protect 
the interests of the class; or 
"(bb) is subject to unique defenses that 
render such plaintiff" incapable of adequately 
representing the class, 
"(iv) DISCOVERY.—For purposes of this subpara-
graph, discovery relating to whether a member or mem-
bers of the purported plaintiff class is the most ade-
quate plaintiff may be conducted by a plaintiff only 
if the plaintiff first demonstrates a reasonable basis 
for a finding that the presumptively most adequate 
plaintiff" is incapable of adequately representing the 
class. 
109 STAT. 740 
PUBLIC LAW 104-67—DEC. 22, 1995 
"(v) SELECTION OF LEAD COUNSEL.—^The most ade-
quate plaintiff shall, subject to the approval of the 
court, select and retain counsel to represent the class, 
"(vi) RESTRICTIONS ON PROFESSIONAL PLAINTIFFS.— 
Except as the court may otherwise permit, consistent 
with the purposes of this section, a person may be 
a lead plaintiff, or an officer, director, or fiduciary 
of a lead plaintiff, in no more than 5 securities class 
actions brought as plaintiff class actions pursuant to 
the Federal Rules of Civil Procedure during any 3-
year period. 
"(4) RECOVERY BY PLAINTIFFS.—^The share of any final judg-
ment or of any settlement that is awarded to a representative 
party serving on behalf of a class shall be equal, on a per 
share basis, to the portion of the final judgment or settlement 
awarded to all other members of the class. Nothing in this 
paragraph shall be construed to limit the award of reasonable 
costs and expenses (including lost wages) directly relating to 
the representation of the class to any representative party 
serving on behalf of the class. 
"(5) 
RESTRICTIONS ON SETTLEMENTS UNDER SEAL.—^The 
terms and provisions of any settlement agreement of a class 
action shall not be filed under seal, except that on motion 
of any party to the settlement, the court may order filing 
under seal for those portions of a settlement agreement as 
to which good cause is shown for such filing under seal. For 
purposes of this paragraph, good cause shall exist only if 
publication of a term or provision of a settlement agreement 
would cause direct and substantial harm to any party. 
"(6) RESTRICTIONS ON PAYMENT OF ATTORNEYS' FEES AND 
EXPENSES.—^Total attorneys' fees and expenses awarded by the 
court to counsel for the plaintiff class shall not exceed a reason-
able percentage of the amount of any damages and prejudgment 
interest actually paid to the class. 
"(7) 
DISCLOSURE OF SETTLEMENT TERMS TO CLASS MEM-
BERS.—^Any proposed or final settlement agreement that is 
published or otherwise disseminated to the class shall include 
each of the following statements, along with a cover page 
summarizing the information contained in such statements: 
"(A) STATEMENT OF PLAINTIFF RECOVERY.—The amount 
of the settlement proposed to be distributed to the parties 
to the action, determined in the aggregate and on an aver-
age per share basis. 
"(B) 
STATEMENT OF POTENTIAL OUTCOME OF CASE.— 
"(i) AGREEMENT ON AMOUNT OF DAMAGES.—If the 
settling parties agree on the average amount of dam-
ages per share that would be recoverable if the plaintiff 
prevailed on each claim alleged under this title, a 
statement concerning the average amount of such 
potential damages per share. 
"(ii) 
DISAGREEMENT ON AMOUNT OF DAMAGES.— 
If the parties do not agree on the average amount 
of damages per share that would be recoverable if 
the plaintiff prevailed on each claim alleged under 
this title, a statement from each settling party concern-
ing the issue or issues on which the parties disagree. 
PUBLIC LiVW 104-67—DEC. 22, 1995 
109 STAT. 741 
"(iii) INADMISSIBILITY FOR CERTAIN PURPOSES.—A 
statement made in accordance with clause (i) or (ii) 
concerning the amount of damages shall not be 
admissible in any Federal or State judicial action or 
administrative proceeding, other than an action or 
proceeding arising out of such statement. 
"(C) 
STATEMENT OF ATTORNEYS' FEES OR COSTS 
SOUGHT.—If any of the settling parties or their counsel 
intend to apply to the court for an award of attorneys' 
fees or costs from any fund established as part of the 
settlement, a statement indicating which parties or counsel 
intend to make such an application, the amount of fees 
and costs that will be sought (including the amount of 
such fees and costs determined on an average per share 
basis), and a brief explanation supporting the fees and 
costs sought. 
"(D) IDENTIFICATION OF LAWYERS' REPRESENTATIVES.— 
The name, telephone number, and address of one or more 
representatives of counsel for the plaintiff class who will 
be reasonably available to answer questions from class 
members concerning any matter contained in any notice 
of settlement published or otherwise disseminated to the 
class. 
• 
"(E) REASONS FOR SETTLEMENT.—A brief statement 
explaining the reasons why the parties are proposing the 
settlement. 
"(F) OTHER INFORMATION.—Such other information as 
may be required by the court. 
"(8) ATTORNEY CONFLICT OF INTEREST.—If a plaintiff class 
is represented by an attorney who directly owns or otherwise 
has a beneficial interest in the securities that are the subject 
of the litigation, the court shall make a determination of 
whether such ownership or other interest constitutes a conflict 
of interest sufficient to disqualify the attorney from represent-
ing the plaintiff class. 
"(b) STAY OF DISCOVERY; PRESERVATION OF EVIDENCE.— 
"(1) IN GENERAL.—In any private action arising under this 
title, all discovery and other proceedings shall be stayed during 
the pendency of any motion to dismiss, unless the court finds, 
upon the motion of any party, that particularized discovery 
is necessary to preserve evidence or to prevent undue prejudice 
to that party. 
"(2) PRESERVATION OF EVIDENCE.—During the pendency of 
any stay of discovery pursuant to this subsection, unless other-
wise ordered by the court, any party to the action with actual 
notice of the allegations contained in the complaint shall treat 
all documents, data compilations (including electronically 
recorded or stored data), and tangible objects that are in the 
custody or control of such person and that are relevant to 
the allegations, as if they were the subject of a continuing 
request for production of documents from an opposing party 
under the Federal Rules of Civil Procedure. 
"(3) SANCTION FOR WILLFUL VIOLATION.—A party aggrieved 
by the willful failure of an opposing party to comply with 
paragraph (2) may apply to the court for an order awarding 
appropriate sanctions. 
"(c) SANCTIONS FOR ABUSIVE LITIGATION.— 
109 STAT. 742 
PUBLIC LAW 104-67—DEC. 22, 1995 
Records. 
"(1) MANDATORY REVIEW BY COURT.—In any private action 
arising under this title, upon final adjudication of the action, 
the court shall include in the record specific findings regarding 
compliance by each party and each attorney representing any 
party with each requirement of Rule 11(b) of the Federal Rules 
of Civil Procedure as to any complaint, responsive pleading, 
or dispositive motion. 
"(2) MANDATORY SANCTIONS.—If the court makes a finding 
under paragraph (1) that a party or attorney violated any 
requirement of Rule 11(b) of the Federal Rules of Civil Proce-
dure as to any complaint, responsive pleading, or dispositive 
motion, the court shall impose sanctions on such party or 
attorney in accordance with Rule 11 of the Federal Rules of 
Civil Procedure. Prior to making a finding that any party 
or attorney has violated Rule 11 of the Federal Rules of Civil 
Procedure, the court shall give such party or attorney notice 
and an opportunity to respond. 
"(3) 
PRESUMPTION IN FAVOR OF ATTORNEYS' FEES AND 
COSTS.— 
"(A) IN GENERAL.—Subject to subparagraphs (B) and 
(C), for purposes of paragraph (2), the court shall adopt 
a presumption that the appropriate sanction— 
• 
"(i) for failure of any responsive pleading or dis-
positive motion to comply with any requirement of 
Rule 11(b) of the Federal Rules of Civil Procedure 
is an award to the opposing party of the reasonable 
attorneys' fees and other expenses incurred as a direct 
result of the violation; and 
"(ii) for substantial failure of any complaint to 
comply with any requirement of Rule 11(b) of the Fed-
eral Rules of Civil Procedure is an award to the oppos-
ing party of the reasonable attorneys' fees and other 
expenses incurred in the action. 
"(B) REBUTTAL EVIDENCE.—^The presumption described 
in sulDparagraph (A) may be rebutted only upon proof by 
the party or attorney against whom sanctions are to be 
imposed that— 
"(i) the award of attorneys' fees and other expenses 
will impose an unreasonable burden on that party 
or attorney and would be unjust, and the failure to 
make such an award would not impose a greater bur-
den on the party in whose favor sanctions are to be 
imposed; or 
"(ii) the violation of Rule 11(b) of the Federal Rules 
of Civil Procedure was de minimis. 
"(C) SANCTIONS.—If the party or attorney against 
whom sanctions are to be imposed meets its burden under 
subparagraph (B), the court shall award the sanctions that 
the court deems appropriate pursuant to Rule 11 of the 
Federal Rules of Civil Procedure. 
"(d) 
DEFENDANT'S RIGHT TO WRITTEN INTERROGATORIES.—In 
any private action arising under this title in which the plaintiff 
may recover money damages only on proof that a defendant acted 
with a particular state of mind, the court shall, when requested 
by a defendant, submit to the jury a written interrogatory on 
the issue of each such defendant's state of mind at the time the 
alleged violation occurred.". 
J^fc4j" 
PUBLIC LAW 104-67—DEC. 22, 1995 
109 STAT. 743 
(b) SECURITIES ExcHi\NGE ACT OF 1934.—Title I of the Securi-
ties Exchange Act of 1934 (78a et seq.) is amended by inserting 
after section 21C the following new section: 
"SEC. 21D. PRIVATE SECURITIES LITIGATION. 
15USC78u-4. 
"(a) PRIVATE CLASS ACTIONS.— 
"(1) IN GENERAL.—^The provisions of this subsection shall 
apply in each private action arising under this title that is 
brought as a plaintiff class action pursuant to the Federal 
Rules of Civil Procedure. 
"(2) CERTIFICATION FILED WITH COMPLAINT.— 
"(A) IN GENERAL.—Each plaintiff seeking to serve as 
a representative party on behalf of a class shall provide 
a sworn certification, which shall be personally signed by 
such plaintiff and filed with the complaint, that— 
"(i) states that the plaintiff has reviewed the com-
plaint and authorized its filing; 
"(ii) states that the plaintiff did not purchase the 
security that is the subject of the complaint at the 
direction of plaintiffs counsel or in order to participate 
in any private action arising under this title; 
"(iii) states that the plaintiff is willing to serve 
as a representative party on behalf of a class, including 
providing testimony at deposition and trial, if nec-
essary; 
"(iv) sets forth all of the transactions of the plain-
tiff in the security that is the subject of the complaint 
during the class period specified in the complaint; 
"(v) identifies any other action under this title, 
filed during the 3-year period preceding the date on 
which the certification is signed by the plaintiff, in 
which the plaintiff has sought to serve as a representa-
' 
tive party on behalf of a class; and 
"(vi) states that the plaintiff will not accept any 
payment for serving as a representative party on behalf 
of a class beyond the plaintiffs pro rata share of any 
recovery, except as ordered or approved by the court 
in accordance with paragraph (4). 
"(B) NONWAIVER OF ATTORNEY-CLIENT PRIVILEGE.—The 
certification filed pursuant to subparagraph (A) shall not 
be construed to be a waiver of the attorney-client privilege. 
"(3) APPOINTMENT OF LEAD PLAINTIFF.— 
"(A) EARLY NOTICE TO CLASS MEMBERS.— 
Publication. 
"(i) IN GENERAL.—^Not later than 20 days after 
the date on which the complaint is filed, the plaintiff 
or plaintiffs shall cause to be published, in a widely 
circulated national business-oriented publication or 
wire service, a notice advising members of the pur-
ported plaintiff class— 
"(I) of the pendency of the action, the claims 
asserted therein, and the purported class period; 
and 
"(II) that, not later than 60 days after the 
date on which the notice is published, any member 
of the purported class may move the court to serve 
as lead plaintiff of the purported class. 
109 STAT. 744 
PUBLIC LAW 104-67—DEC. 22, 1995 
"(ii) MULTIPLE ACTIONS.—If more than one action 
on behalf of a class asserting substantially the same 
claim or claims arising under this title is filed, only 
the plaintiff or plaintiffs in the first filed action shall 
be required to cause notice to be published in accord-
ance with clause (i). 
"(iii) ADDITIONAL NOTICES MAY BE REQUIRED UNDER 
FEDERAL RULES.—Notice required under clause (i) shall 
be in addition to any notice required pursuant to the 
Federal Rules of Civil Procedure. 
"(B) APPOINTMENT OF LEAD PLAINTIFF.— 
"(i) IN GENERAL.—^Not later than 90 days after 
the date on which a notice is published under subpara-
graph (A)(i), the court shall consider any motion made 
by a purported class member in response to the notice, 
including any motion by a class member who is not 
individually named as a plaintiff in the complaint or 
complaints, and shall appoint as lead plaintiff the 
member or members of the purported plaintiff class 
that the court determines to be most capable of ade-
quately representing the interests of class members 
(hereafter in this paragraph referred to as the 'most 
adequate plaintiff) in accordance with this subpara-
graph. 
"(ii) CONSOLIDATED ACTIONS.—If more than one 
action on behalf of a class asserting substantially the 
same claim or claims arising under this title has been 
filed, and any party has sought to consolidate those 
actions for pretrial purposes or for trial, the court 
shall not make the determination required by clause 
(i) until after the decision on the motion to consolidate 
is rendered. As soon as practicable after such decision 
is rendered, the court shall appoint the most adequate 
plaintiff as lead plaintiff for the consolidated actions 
in accordance with this paragraph. 
"(iii) REBUTTABLE PRESUMPTION.— 
"(I) IN GENERAL.—Subject to subclause (II), 
for purposes of clause (i), the court shall adopt 
a presumption that the most adequate plaintiff 
in any private action arising under this title is 
the person or group of persons that— 
"(aa) has either filed the complaint or 
made a motion in response to a notice under 
subparagraph (A)(i); 
"(bb) in the determination of the court, 
has the largest financial interest in the relief 
sought by the class; and 
"(cc) otherwise satisfies the requirements 
of Rule 23 of the Federal Rules of Civil Proce-
dure. 
"(II) REBUTTAL EVIDENCE.—^The presumption 
described in subclause (I) may be rebutted only 
upon proof by a member of the purported plaintiff 
class that the presumptively most adequate plain-
tiff— 
"(aa) will not fairly and adequately protect 
the interests of the class; or 
PUBLIC IJiW 104-67—DEC. 22, 1995 
109 STAT. 745 
"(bb) is subject to unique defenses that 
render such plaintiff incapable of adequately 
representing the class, 
"(iv) DISCOVERY.—For purposes of this subpara-
graph, discovery relating to whether a member or mem-
bers of the purported plaintiff class is the most ade-
quate plaintiff may be conducted by a plaintiff only 
if the plaintiff first demonstrates a reasonable basis 
for a finding that the presumptively most adequate 
plaintiff is incapable of adequately representing the 
class. 
"(v) SELECTION OF LEAD COUNSEL.—The most ade-
quate plaintiff shall, subject to the approval of the 
court, select and retain counsel to represent the class, 
"(vi) RESTRICTIONS ON PROFESSIONAL PLAINTIFFS.— 
Except as the court may otherwise permit, consistent 
with the purposes of this section, a person may be 
a lead plaintiff, or an officer, director, or fiduciary 
of a lead plaintiff, in no more than 5 securities class 
actions brought as plaintiff class actions pursuant to 
the Federal Rules of Civil Procedure during any 3-
year period. 
"(4) RECOVERY BY PLAINTIFFS.—^The share of any final judg-
ment or of any settlement that is awarded to a representative 
party serving on behalf of a class shall be equal, on a per 
share basis, to the portion of the final judgment or settlement 
awarded to all other members of the class. Nothing in this 
paragraph shall be construed to limit the award of reasonable 
costs and expenses (including lost wages) directly relating to 
the representation of the class to any representative party 
serving on behalf of a class. 
"(5) 
RESTRICTIONS ON SETTLEMENTS UNDER SEAL.—^The 
terms and provisions of any settlement agreement of a class 
action shall not be filed under seal, except that on motion 
of any party to the settlement, the court may order filing 
under seal for those portions of a settlement agreement as 
to which good cause is shown for such filing under seal. For 
purposes of this paragraph, good cause shall exist only if 
publication of a term or provision of a settlement agreement 
would cause direct and substantial harm to any party. 
"(6) RESTRICTIONS ON PAYMENT OF ATTORNEYS' FEES AND 
EXPENSES.—^Total attorneys' fees and expenses awarded by the 
court to counsel for the plaintiff class shall not exceed a reason-
able percentage of the amount of any damages and prejudgment 
interest actually paid to the class. 
"(7) 
DISCLOSURE OF SETTLEMENT TERMS TO CLASS MEM-
BERS.—^Any proposed or final settlement agreement that is 
published or otherwise disseminated to the class shall include 
each of the following statements, along with a cover page 
summarizing the information contained in such statements: 
"(A) STATEMENT OF PLAINTIFF RECOVERY.—^The amount 
of the settlement proposed to be distributed to the parties 
to the action, determined in the aggregate and on an aver-
age per share basis. 
"(B) 
STATEMENT OF POTENTIAL OUTCOME OF CASE.— 
"(i) AGREEMENT ON AMOUNT OF DAMAGES.—If the 
settling parties agree on the average amount of dam-
109 STAT. 746 
PUBLIC LAW 104^67—DEC. 22, 1995 
ages per share that would be recoverable if the plaintiff 
prevailed on each claim alleged under this title, a 
statement concerning the average amount of such 
potential damages per share. 
"(ii) DISAGREEMENT ON AMOUNT OF DAMAGES.— 
If the parties do not agree on the average amount 
of damages per share that would be recoverable if 
the plaintiff prevailed on each claim alleged under 
this title, a statement from each settling party concern-
ing the issue or issues on which the parties disagree, 
"(iii) INADMISSIBILITY FOR CERTAIN PURPOSES.—A 
statement made in accordance with clause (i) or (ii) 
concerning the amount of damages shall not be 
admissible in any Federal or State judicial action or 
administrative proceeding, other than an action or 
proceeding arising out of such statement. 
"(C) 
STATEMENT 
OF ATTORNEYS' 
FEES 
OR COSTS 
SOUGHT.—If any of the settling parties or their counsel 
intend to apply to the court for an award of attorneys' 
fees or costs from any fund established as part of the 
settlement, a statement indicating which parties or counsel 
intend to make such an application, the amount of fees 
and costs that will be sought (including the amount of 
such fees and costs determined on an average per share 
basis), and a brief explanation supporting the fees and 
costs sought. Such information shall be clearly summarized 
on the cover page of any notice to a party of any proposed 
or final settlement agreement. 
"(D) IDENTIFICATION OF LAWYERS' REPRESENTATIVES.— 
The name, telephone number, and address of one or more 
representatives of counsel for the plaintiff class who will 
be reasonably available to answer questions from class 
members concerning any matter contained in any notice 
of settlement published or otherwise disseminated to the 
class. 
"(E) REASONS FOR SETTLEMENT.—^A brief statement 
explaining the reasons why the parties are proposing the 
settlement. 
"(F) OTHER INFORMATION.—Such other information as 
may be required by the court. 
"(8) SECURITY FOR PAYMENT OF COSTS IN CLASS ACTIONS.— 
In any private action arising under this title that is certified 
as a class action pursuant to the Federal Rules of Civil Proce-
dure, the court may require an undertaking from the attorneys 
for the plaintiff class, the plaintiff class, or both, or from the 
attorneys for the defendant, the defendant, or both, in such 
proportions and at such times as the court determines are 
just and equitable, for the payment of fees and expenses that 
may be awarded under this subsection. 
"(9) ATTORNEY CONFLICT OF INTEREST.—^If a plaintiff class 
is represented by an attorney who directly owns or otherwise 
has a beneficial interest in the securities that are the subject 
of the litigation, the court shall make a determination of 
whether such ownership or other interest constitutes a conflict 
of interest sufficient to disqualify the attorney from represent-
ing the plaintiff class. 
"(b) REQUIREMENTS FOR SECURITIES FRAUD ACTIONS.— 
PUBLIC LAW 104-67—DEC. 22, 1995 
109 STAT. 747 
"(1) MISLEADING STATEMENTS AND OMISSIONS.—In any pri-
vate action arising under this title in which the plaintiff alleges 
that the defendant— 
"(A) made an untrue statement of a material fact; 
or 
"(B) omitted to state a material fact necessary in order 
to make the statements made, in the light of the cir-
cumstances in which they were made, not misleading; 
the complaint shall specify each statement alleged to have 
been misleading, the reason or reasons why the statement 
is misleading, and, if an allegation regarding the statement 
or omission is made on information and belief, the complaint 
shall state with particularity all facts on which that belief 
is formed. 
"(2) REQUIRED STATE OF MIND.—In any private action aris-
ing under this title in which the plaintiff may recover money 
damages only on proof that the defendant acted with a particu-
lar state of mind, the complaint shall, with respect to each 
act or omission alleged to violate this title, state with particular-
ity facts giving rise to a strong inference that the defendant 
acted with the required state of mind. 
"(3) MOTION TO DISMISS; STAY OF DISCOVERY.— 
"(A) 
DISMISSAL FOR 
FAILURE 
TO 
MEET PLEADING 
REQUIREMENTS.—In any private action arising under this 
title, the court shall, on the motion of any defendant, 
dismiss the complaint if the requirements of paragraphs 
(1) and (2) are not met. 
"(B) STAY OF DISCOVERY.—In any private action arising 
under this title, all discovery and other proceedings shall 
be stayed during the pendency of any motion to dismiss, 
unless the court finds upon the motion of any party that 
particularized discovery is necessary to preserve evidence 
or to prevent undue prejudice to that party. 
"(C) PRESERVATION OF EVIDENCE.— 
"(i) IN GENERAL.—During the pendency of any stay 
of discovery pursuant to this paragraph, unless other-
wise ordered by the court, any party to the action 
with actual notice of the allegations contained in the 
complaint shall treat all documents, data compilations 
(including electronically recorded or stored data), and 
tangible objects that are in the custody or control of 
such person and that are relevant to the allegations, 
as if they were the subject of a continuing request 
for production of documents from an opposing party 
under the Federal Rules of Civil Procedure. 
"(ii) SANCTION FOR WILLFUL VIOLATION.—A party 
aggrieved by the willful failure of an opposing party 
to comply with clause (i) may apply to the court for 
an order awarding appropriate sanctions. 
"(4) LOSS CAUSATION.—In any private action arising under 
this title, the plaintiff shall have the burden of proving that 
the act or omission of the defendant alleged to violate this 
title caused the loss for which the plaintiff seeks to recover 
damages. 
"(c) SANCTIONS FOR ABUSIVE LITIGATION.— 
"(1) MANDATORY REVIEW BY COURT.—In any private action Records, 
arising under this title, upon final adjudication of the action, 
109 STAT. 748 
PUBLIC LAW 104-67—DEC. 22, 1995 
the court shall include in the record specific findings regarding 
compliance by each party and each attorney representing any 
party with each requirement of Rule 11(b) of the Federal Rules 
of Civil Procedure as to any complaint, responsive pleading, 
or dispositive motion. 
"(2) MANDATORY SANCTIONS.—If the court makes a finding 
under paragraph (1) that a party or attorney violated any 
requirement of Rule 11(b) of the Federal Rules of Civil Proce-
dure as to any complaint, responsive pleading, or dispositive 
motion, the court shall impose sanctions on such party or 
attorney in accordance with Rule 11 of the Federal Rules of 
Civil Procedure. Prior to making a finding that any party 
or attorney has violated Rule 11 of the Federal Rules of Civil 
Procedure, the court shall give such party or attorney notice 
and an opportunity to respond. 
"(3) 
PRESUMPTION IN FAVOR OF ATTORNEYS' FEES AND 
COSTS.— 
"(A) IN GENERAL.—Subject to subparagraphs (B) and 
(C), for purposes of paragraph (2), the court shall adopt 
a presumption that the appropriate sanction— 
"(i) for failure of any responsive pleading or dis-
positive motion to comply with any requirement of 
Rule 11(b) of the Federal Rules of Civil Procedure 
is an award to the opposing party of the reasonable 
attorneys' fees and other expenses incurred as a direct 
result of the violation; and 
"(ii) for substantial failure of any complaint to 
comply with any requirement of Rule 11(b) of the Fed-
eral Rules of Civil Procedure is an award to the oppos-
ing party of the reasonable attorneys' fees and other 
expenses incurred in the action. 
"(B) REBUTTAL EVIDENCE.—^The presumption described 
in subparagraph (A) may be rebutted only upon proof by 
the party or attorney against whom sanctions are to be 
imposed that— 
"(i) the award of attorneys' fees and other expenses 
will impose an unreasonable burden on that party 
or attorney and would be unjust, and the failure to 
make such an award would not impose a greater bur-
den on the party in whose favor sanctions are to be 
imposed; or 
"(ii) the violation of Rule 11(b) of the Federal Rules 
of Civil Procedure was de minimis. 
"(C) SANCTIONS.—If the party or attorney against 
whom sanctions are to be imposed meets its burden under 
subparagraph (B), the court shall award the sanctions that 
the court deems appropriate pursuant to Rule 11 of the 
Federal Rules of Civil Procedure. 
"(d) 
DEFENDANT'S RIGHT TO WRITTEN INTERROGATORIES.—^In 
any private action arising under this title in which the plaintiff 
may recover money damages, the court shall, when requested by 
a defendant, submit to the jury a written interrogatory on the 
issue of each such defendant's state of mind at the time the alleged 
violation occurred. 
"(e) LIMITATION ON DAMAGES.— 
"(1) IN GENERAL.—Except as provided in paragraph (2), 
in any private action arising under this title in which the 
PUBLIC LAW 104-67—DEC. 22, 1995 
109 STAT. 749 
plaintiff seeks to establish damages by reference to the market 
price of a security, the award of damages to the plaintiff shall 
not exceed the difference between the purchase or sale price 
paid or received, as appropriate, by the plaintiff for the subject 
security and the mean trading price of that security during 
the 90-day period beginning on the date on which the informa-
tion correcting the misstatement or omission that is the basis 
for the action is disseminated to the market. 
"(2) EXCEPTION.—In any private action arising under this 
title in which the plaintiff seeks to establish damages by ref-
erence to the market price of a security, if the plaintiff sells 
or repurchases the subject security prior to the expiration of 
the 90-day period described in paragraph (1), the plaintiff's 
damages shall not exceed the difference between the purchase 
or sale price paid or received, as appropriate, by the plaintiff 
for the security and the mean trading price of the security 
during the period beginning immediately after dissemination 
of information correcting the misstatement or omission and 
ending on the date on which the plaintiff sells or repurchases 
the security. 
"(3) DEFINITION.—For purposes of this subsection, the 
'mean trading price' of a security shall be an average of the 
daily trading price of that security, determined as of the close 
of the market each day during the 90-day period referred to 
in paragraph (1).". 
SEC. 102. SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS. 
(a) AMENDMENT TO THE SECURITIES ACT OF 1933.—^Title I of 
the Securities Act of 1933 (15 U.S.C. 77a et seq.) is amended 
by inserting after section 27 (as added by this Act) the following 
new section: 
"SEC. 27A. APPLICATION OF SAFE HARBOR FOR FORWARD-LOOKING 
15 USC 77z-2. 
STATEMENTS. 
"(a) APPLICABILITY.—-This section shall apply only to a forward-
looking statement made by— 
"(1) an issuer that, at the time that the statement is 
made, is subject to the reporting requirements of section 13(a) 
or section 15(d) of the Securities Exchange Act of 1934; 
"(2) a person acting on behalf of such issuer; 
"(3) an outside reviewer retained by such issuer making 
a statement on behalf of such issuer; or 
"(4) an underwriter, with respect to information provided 
by such issuer or information derived from information provided 
by the issuer. 
"(b) EXCLUSIONS.—Except to the extent otherwise specifically 
provided by rule, regulation, or order of the Commission, this section 
shall not apply to a forward-looking statement— 
"(1) that is made with respect to the business or operations 
of the issuer, if the issuer— 
"(A) during the 3-year period preceding the date on 
which the statement was first made— 
"(i) was convicted of any felony or misdemeanor 
described in clauses (i) through (iv) of section 
15(b)(4)(B) of the Securities Exchange Act of 1934; 
or 
109 STAT. 750 
PUBLIC LAW 104r-67—DEC. 22, 1995 
"(ii) has been made the subject of a judicial or 
administrative decree or order arising out of a govern-
mental action that— 
"(I) prohibits future violations of the antifraud 
provisions of the securities laws; 
"(II) requires that the issuer cease and desist 
from violating the antifraud provisions of the secu-
rities laws; or 
"(III) determines that the issuer violated the 
antifraud provisions of the securities laws; 
"(B) makes the forward-looking statement in connec-
tion with an offering of securities by a blank check com-
pany; 
"(C) issues penny stock; 
"(D) makes the forward-looking statement in connec-
tion with a rollup transaction; or 
"(E) makes the forward-looking statement in connec-
tion with a going private transaction; or 
"(2) that is— 
"(A) included in a financial statement prepared in 
accordance with generally accepted accounting principles; 
"(B) contained in a registration statement of, or other-
wise issued by, an investment company; 
"(C) made in connection with a tender offer; 
"(D) made in connection with an initial public offering; 
"(E) made in connection with an offering by, or relating 
to the operations of, a partnership, limited liability com-
pany, or a direct participation investment program; or 
"(F) made in a disclosure of beneficial ownership in 
a report required to be filed with the Commission pursuant 
to section 13(d) of the Securities Exchange Act of 1934. 
"(c) SAFE HARBOR.— 
"(1) IN GENERAL.—Except as provided in subsection (b), 
in any private action arising under this title that is based 
on an untrue statement of a material fact or omission of a 
material fact necessary to make the statement not misleading, 
a person referred to in subsection (a) shall not be liable with 
respect to any forward-looking statement, whether written or 
oral, if and to the extent that— 
"(A) the forward-looking statement is— 
"(i) identified as a forward-looking statement, and 
is accompanied by meaningful cautionary statements 
identifying important factors that could cause actual 
results to differ materially from those in the forward-
looking statement; or 
"(ii) immaterial; or 
"(B) the plaintiff fails to prove that the forward-looking 
statement— 
"(i) if made by a natural person, was made with 
actual knowledge by that person that the statement 
was false or misleading; or 
"(ii) if made by a business entity; was— 
"(I) made by or with the approval of an execu-
tive officer of that entity, and 
"(II) made or approved by such officer with 
actual knowledge by that officer that the statement 
was false or misleading. 
PUBLIC LAW 104-67—DEC. 22, 1995 
109 STAT. 751 
"(2) ORAL FORWARD-LOOKING STATEMENTS.—In the case of 
an oral forward-looking statement made by an issuer that is 
subject to the reporting requirements of section 13(a) or section 
15(d) of the Securities Exchange Act of 1934, or by a person 
acting on behalf of such issuer, the requirement set forth in 
paragraph (1)(A) shall be deemed to be satisfied— 
"(A) if the oral forward-looking statement is accom-
panied by a cautionary statement— 
"(i) that the particular oral statement is a forward-
looking statement; and 
"(ii) that the actual results could differ materially 
from those projected in the forward-looking statement; 
and 
"(B) if— 
"(i) the oral forward-looking statement is accom-
panied by an oral statement that additional informa-
tion concerning factors that could cause actual results 
to differ materially from those in the forward-looking 
statement is contained in a readily available written 
document, or portion thereof; 
"(ii) the accompanying oral statement referred to 
in clause (i) identifies the document, or portion thereof, 
that contains the additional information about those 
factors relating to the forward-looking statement; and 
"(iii) the information contained in that written 
document is a cautionary statement that satisfies the 
standard established in paragraph (1)(A). 
"(3) AVAILABILITY.—^Any document filed with the Commis-
sion or generally disseminated shall be deemed to be readily 
available for purposes of paragraph (2). 
"(4) EFFECT ON OTHER SAFE HARBORS.—The exemption pro-
vided for in paragraph (1) shall be in addition to any exemption 
that the Commission may establish by rule or regulation under 
subsection (g). 
"(d) DUTY TO UPDATE.—^Nothing in this section shall impose 
upon any person a duty to update a forward-looking statement. 
"(e) DISPOSITIVE MOTION.—On any motion to dismiss based 
upon subsection (c)(1), the court shall consider any statement cited 
in the complaint and cautionary statement accompanying the for-
ward-looking statement, which are not subject to material dispute, 
cited by the defendant. 
"(f) STAY PENDING DECISION ON MOTION.—In any private action 
arising under this title, the court shall stay discovery (other than 
discovery that is specifically directed to the applicability of the 
exemption provided for in this section) during the pendency of 
any motion by a defendant for summary judgment that is based 
on the grounds that— 
"(1) the statement or omission upon which the complaint 
is based is a forward-looking statement within the meaning 
of this section; and 
"(2) the exemption provided for in this section precludes 
a claim for relief. 
"(g) EXEMPTION AUTHORITY.—In addition to the exemptions 
provided for in this section, the Commission may, by rule or regula-
tion, provide exemptions from or under any provision of this title, 
including with respect to liability that is based on a statement 
or that is based on projections or other forward-looking information. 
109 STAT. 752 
PUBLIC LAW 104-67—DEC. 22, 1995 
if and to the extent that any such exemption is consistent with 
the pubHc interest and the protection of investors, as determined 
by the Commission. 
"(h) EFFECT ON OTHER AUTHORITY OF COMMISSION.—Nothing 
in this section Hmits, either expressly or by impUcation, the author-
ity of the Commission to exercise similar authority or to adopt 
similar rules and regulations with respect to forward-looking state-
ments under any other statute under which the Commission exer-
cises rulemaking authority. 
"(i) DEFINITIONS.—For purposes of this section, the following 
definitions shall apply: 
"(1) FORWARD-LOOKING STATEMENT.—^The term 'forward-
looking statement' means— 
"(A) a statement containing a projection of revenues, 
income (including income loss), earnings (including earn-
ings loss) per share, capital expenditures, dividends, capital 
structure, or other financial items; 
"(B) a statement of the plans and objectives of manage-
ment for future operations, including plans or objectives 
relating to the products or services of the issuer; 
"(C) a statement of future economic performance, 
including any such statement contained in a discussion 
and analysis of financial condition by the management 
or in the results of operations included pursuant to the 
rules and regulations of the Commission; 
"(D) any statement of the assumptions underlying or 
relating to any statement described in subparagraph (A), 
(B), or (C); 
"(E) any report issued by an outside reviewer retained 
by an issuer, to the extent that the report assesses a 
forward-looking statement made by the issuer; or 
"(F) a statement containing a projection or estimate 
of such other items as may be specified by rule or regulation 
of the Commission. 
"(2) INVESTMENT COMPANY.—^The term 'investment com-
pany' has the same meaning as in section 3(a) of the Investment 
Company Act of 1940. 
"(3) PENNY STOCK.—^The term 'penny stock' has the same 
meaning as in section 3(a)(51) of the Securities Exchange Act 
of 1934, and the rules and regulations, or orders issued pursu-
ant to that section. 
"(4) GOING PRIVATE TRANSACTION.—^The term 'going private 
transaction' has the meaning given that term under the rules 
or regulations of the Commission issued pursuant to section 
13(e) of the Securities Exchange Act of 1934. 
"(5) SECURITIES LAWS.—The term 'securities laws' has the 
same meaning as in section 3 of the Securities Exchange Act 
of 1934. 
"(6) PERSON ACTING ON BEHALF OF AN ISSUER.—^The term 
'person acting on behalf of an issuer' means an officer, director, 
or employee of the issuer. 
"(7) OTHER TERMS.—^The terms 'blank check company', 'roll-
up transaction', 'partnership', 'limited liability company', 'execu-
tive officer of an entity' and 'direct participation investment 
program', have the meanings given those terms by rule or 
regulation of the Commission.". 
PUBLIC EAW 104-67—DEC. 22, 1995 
109 STAT. 753 
(b) AMENDMENT TO THE SECURITIES EXCHANGE ACT OF 1934.— 
The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is 
amended by inserting after section 2 ID (as added by this Act) 
the following new section: 
"SEC. 21E. APPLICATION OF SAFE HARBOR FOR FORWARD-LOOKING 
15 USC 78U-5. 
STATEMENTS. 
"(a) APPLICABILITY.—^This section shall apply only to a forward-
looking statement made by— 
"(1) an issuer that, at the time that the statement is 
made, is subject to the reporting requirements of section 13(a) 
or section 15(d); 
"(2) a person acting on behalf of such issuer; 
"(3) an outside reviewer retained by such issuer making 
a statement on behalf of such issuer; or 
"(4) an underwriter, with respect to information provided 
by such issuer or information derived from information provided 
by such issuer. 
"(b) EXCLUSIONS.—E^xcept to the extent otherwise specifically 
provided by rule, regulation, or order of the Commission, this section 
shall not apply to a forward-looking statement— 
"(1) that is made with respect to the business or operations 
of the issuer, if the issuer— 
"(A) during the 3-year period preceding the date on 
which the statement was first made— 
"(i) was convicted of any felony or misdemeanor 
described in clauses (i) through (iv) of section 
15(b)(4)(B); or 
"(ii) has been made the subject of a judicial or 
administrative decree or order arising out of a govern-
mental action that— 
"(I) prohibits future violations of the antifraud 
provisions of the securities laws; 
"(II) requires that the issuer cease and desist 
from violating the antifraud provisions of the secu-
rities laws; or 
"(III) determines that the issuer violated the 
antifraud provisions of the securities laws; 
"(B) makes the forward-looking statement in connec-
tion with an offering of securities by a blank check com-
pany; 
"(C) issues penny stock; 
"(D) makes the forward-looking statement in connec-
tion with a rollup transaction; or 
"(E) makes the forward-looking statement in connec-
tion with a going private transaction; or 
"(2) that is— 
"(A) included in a financial statement prepared in 
accordance with generally accepted accounting principles; 
"(B) contained in a registration statement of, or other-
wise issued by, an investment company; 
"(C) made in connection with a tender offer; 
"(D) made in connection with an initial public offering; 
"(E) made in connection with an offering by, or relating 
to the operations of, a partnership, limited liability com-
pany, or a direct participation investment program; or 
99-194 O - 95 - 25 : QL 3 Part 1 
109 STAT. 754 
PUBLIC LAW 104-67—DEC. 22, 1995 
"(F) made in a disclosure of beneficial ownership in 
a report required to be filed with the Commission pursuant 
to section 13(d). 
"(c) SAFE HARBOR.— 
"(1) IN GENERAL.—Except as provided in subsection (b), 
in any private action arising under this title that is based 
on an untrue statement of a material fact or omission of a 
material fact necessary to make the statement not misleading, 
a person referred to in subsection (a) shall not be liable with 
respect to any forward-looking statement, whether written or 
oral, if and to the extent that— 
"(A) the forward-looking statement is— 
"(i) identified as a forward-looking statement, and 
is accompanied by meaningful cautionary statements 
identifying important factors that could cause actual 
results to differ materially from those in the forward-
looking statement; or 
"(ii) immaterial; or 
"(B) the plaintiff fails to prove that the forward-looking 
statement— 
"(i) if made by a natural person, was made with 
actual knowledge by that person that the statement 
was false or misleading; or 
"(ii) if made by a business entity; was— 
"(I) made by or with the approval of an execu-
tive officer of that entity; and 
"(II) made or approved by such officer with 
actual knowledge by that officer that the statement 
was false or misleading. 
"(2) ORAL FORWARD-LOOKING STATEMENTS.—In the case of 
an oral forward-looking statement made by an issuer that is 
subject to the reporting requirements of section 13(a) or section 
15(d), or by a person acting on behalf of such issuer, the 
requirement set forth in paragraph (1)(A) shall be deemed 
to be satisfied— 
"(A) if the oral forward-looking statement is accom-
panied by a cautionary statement— 
"(i) that the particular oral statement is a forward-
looking statement; and 
"(ii) that the actual results might differ materially 
from those projected in the forward-looking statement; 
and 
"(B) if— 
"(i) the oral forward-looking statement is accom-
panied by an oral statement that additional informa-
tion concerning factors that could cause actual results 
to materially differ from those in the forward-looking 
statement is contained in a readily available written 
document, or portion thereof; 
"(ii) the accompanying oral statement referred to 
in clause (i) identifies the document, or portion thereof, 
that contains the additional information about those 
factors relating to the forward-looking statement; and 
"(iii) the information contained in that written 
document is a cautionary statement that satisfies the 
standard established in paragraph (1)(A). 
PUBLIC LAW 104-67—DEC. 22, 1995 
109 STAT. 755 
"(3) AVAILABILITY.—^Any document filed with the Commis-
sion or generally disseminated shall be deemed to be readily 
available for purposes of paragraph (2). 
"(4) EFFECT ON OTHER SAFE HARBORS.—The exemption pro-
vided for in paragraph (1) shall be in addition to any exemption 
that the Commission may establish by rule or regulation under 
subsection (g). 
"(d) DUTY TO UPDATE.—^Nothing in this section shall impose 
upon any person a duty to update a forward-looking statement. 
"(e) DISPOSITIVE MOTION.—On any motion to dismiss based 
upon subsection (c)(1), the court shall consider any statement cited 
in the complaint and any cautionary statement accompanying the 
forward-looking statement, which are not subject to material dis-
pute, cited by the defendant. 
"(f) STAY PENDING DECISION ON MOTION.—In any private action 
arising under this title, the court shall stay discovery (other than 
discovery that is specifically directed to the applicability of the 
exemption provided for in this section) during the pendency of 
any motion by a defendant for summary judgment that is based 
on the grounds that— 
"(1) the statement or omission upon which the complaint 
is based is a forward-looking statement within the meaning 
of this section; and 
"(2) the exemption provided for in this section precludes 
a claim for relief. 
"(g) EXEMPTION AUTHORITY.—In addition to the exemptions 
provided for in this section, the Commission may, by rule or regula-
tion, provide exemptions from or under any provision of this title, 
including with respect to liability that is based on a statement 
or that is based on projections or other forward-looking information, 
if and to the extent that any such exemption is consistent with 
the public interest and the protection of investors, as determined 
by the Commission. 
"(h) EFFECT ON OTHER AUTHORITY OF COMMISSION.—^Nothing 
in this section limits, either expressly or by implication, the author-
ity of the Commission to exercise similar authority or to adopt 
similar rules and regulations with respect to forward-looking state-
ments under any other statute under which the Commission exer-
cises rulemaking authority. 
"(i) DEFINITIONS.—For purposes of this section, the following 
definitions shall apply: 
"(1) FORWARD-LOOKING STATEMENT.—^The term 'forward-
looking statement' means— 
"(A) a statement containing a projection of revenues, 
income (including income loss), earnings (including earn-
ings loss) per share, capital expenditures, dividends, capital 
structure, or other financial items; 
"(B) a statement of the plans and objectives of manage-
ment for future operations, including plans or objectives 
relating to the products or services of the issuer; 
"(C) a statement of future economic performance, 
including any such statement contained in a discussion 
and analysis of financial condition by the management 
or in the results of operations included pursuant to the 
rules and regulations of the Commission; 
109 STAT. 756 
PUBLIC LAW 104-67—DEC. 22, 1995 
"(D) any statement of the assumptions underlying or 
relating to any statement described in subparagraph (A), 
(B),or(C); 
"(E) any report issued by an outside reviewer retained 
by an issuer, to the extent that the report assesses a 
forward-looking statement made by the issuer; or 
"(F) a statement containing a projection or estimate 
of such other items as may be specified by rule or regulation 
of the Commission. 
"(2) INVESTMENT COMPANY.—^The term 'investment com-
pany* has the same meaning as in section 3(a) of the Investment 
Company Act of 1940. 
"(3) GOING PRIVATE TRANSACTION.—The term 'going private 
transaction' has the meaning given that term under the rules 
or regulations of the Commission issued pursuant to section 
13(e). 
"(4) PERSON ACTING ON BEHALF OF AN ISSUER.—^The term 
'person acting on behalf of an issuer' means any officer, director, 
or employee of such issuer. 
"(5) OTHER TERMS.—^The terms 'blank check company', 'roll-
up transaction', 'partnership', 'limited liability company', 'execu-
tive officer of an entity' and 'direct participation investment 
program', have the meanings given those terms by rule or 
regulation of the Commission.". 
SEC. 103. ELIMINATION OF CERTAIN ABUSIVE PRACTICES. 
(a) PROHIBITION OF REFERRAL FEES.—Section 15(c) of the Secu-
rities Exchange Act of 1934 (15 U.S.C. 78o(c)) is amended by adding 
at the end the following new paragraph: 
"(8) PROHIBITION OF REFERRAL FEES.—No broker or dealer, 
or person associated with a broker or dealer, may solicit or 
accept, directly or indirectly, remuneration for assisting an 
attorney in obtaining the representation of any person in any 
private action arising under this title or under the Securities 
Act of 1933.". 
(b) PROHIBITION OF ATTORNEYS' FEES PAID FROM COMMISSION 
DISGORGEMENT FUNDS.— 
(1) 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: 
"(f) PROHIBITION OF ATTORNEYS' FEES PAID FROM COMMISSION 
DISGORGEMENT FUNDS.—Except as otherwise ordered by the court 
upon motion by the Commission, or, in the case of an administrative 
action, as otherwise ordered by the Commission, funds disgorged 
as the result of an action brought by the Commission in Federal 
court, or as a result of any Commission administrative action, 
shall not be distributed as payment for attorneys' fees or expenses 
incurred by private parties seeking distribution of the disgorged 
funds.". 
(2) SECURITIES EXCHANGE ACT OF 1934.—Section 21(d) of 
the Securities Exchange Act of 1934 (15 U.S.C. 78u(d)) is 
amended by adding at the end the following new paragraph: 
"(4) PROHIBITION OF ATTORNEYS' FEES PAID FROM COMMIS-
SION DISGORGEMENT FUNDS.—Except as otherwise ordered by 
the court upon motion by the Commission, or, in the case 
of an administrative action, as otherwise ordered by the 
Commission, funds disgorged as the result of an action brought 
PUBLIC lAW 104-67—DEC. 22, 1995 
109 STAT. 757 
by the Commission in Federal court, or as a result of any 
Commission administrative action, shall not be distributed as 
payment for attorneys' fees or expenses incurred by private 
parties seeking distribution of the disgorged funds.". 
SEC. 104. AUTHORITY OF COMMISSION TO PROSECUTE AIDING AND 
ABETTING. 
Section 20 of the Securities Exchange Act of 1934 (15 U.S.C. 
78t) is amended— 
(1) by striking the section heading and inserting the follow-
ing: 
"LIABILITY OF CONTROLLING PERSONS AND PERSONS WHO AID AND 
ABET VIOLATIONS"; 
and 
(2) by adding at the end the following new subsection: 
"(f) PROSECUTION OF PERSONS WHO AlD AND ABET VIOLA-
TIONS.—For purposes of any action brought by the Commission 
under paragraph (1) or (3) of section 21(d), any person that know-
ingly provides substantial assistance to another person in violation 
of a provision of this title, or of any rule or regulation issued 
under this title, shall be deemed to be in violation of such provision 
to the same extent as the person to whom such assistance is 
provided.". 
SEC. 105. LOSS CAUSATION. 
Section 12 of the Securities Act of 1933 (15 U.S.C. 771) is 
amended— 
(1) by inserting "(a) IN GENERAL.—" before "Any person"; 
(2) by inserting ", subject to subsection (b)," after "shall 
be liable"; and 
(3) by adding at the end the following: 
"(b) Loss CAUSATION.—In an action described in subsection 
(a)(2), if the person who offered or sold such security proves that 
any portion or all of the amount recoverable under subsection 
(a)(2) represents other than the depreciation in value of the subject 
security resulting from such part of the prospectus or oral commu-
nication, with respect to which the liability of that person is 
asserted, not being true or omitting to state a material fact required 
to be stated therein or necessary to make the statement not mislead-
ing, then such portion or amount, as the case may be, shall not 
be recoverable.". 
SEC. 106. STUDY AND REPORT ON PROTECTIONS FOR SENIOR CITIZENS 
AND QUALIFIED RETIREMENT PLANS. 
(a) IN GENERAL.—Not later than 180 days after the date of 
enactment of this Act, the Securities and Exchange Commission 
shall— 
(1) determine whether investors that are senior citizens 
or qualified retirement plans require greater protection against 
securities fraud than is provided in this Act and the amend-
ments made by this Act; 
(2) determine whether investors that are senior citizens 
or qualified retirement plans have been adversely impacted 
by abusive or unnecessary securities fraud litigation, and 
whether the provisions in this Act or amendments made by 
109 STAT. 758 
PUBLIC LAW 104-67—DEC. 22, 1995 
this Act are sufficient to protect their investments from such 
Utigation; and 
Reports. 
(3) if SO, submit to the Congress a report containing rec-
ommendations on protections from securities fraud and abusive 
or unnecessary securities fraud litigation that the Commission 
determines to be appropriate to thoroughly protect such inves-
tors, 
(b) DEFINITIONS.—For purposes of this section— 
(1) the term "qualified retirement plan" has the same mean-
ing as in section 4974(c) of the Internal Revenue Code of 
1986; and 
(2) the term "senior citizen" means an individual who is 
62 years of age or older as of the date of the securities trans-
action at issue. 
SEC. 107. AMENDMENT TO RACKETEER INFLUENCED AND CORRUPT 
ORGANIZATIONS ACT. 
Section 1964(c) of title 18, United States Code, is amended 
by inserting before the period ", except that no person may rely 
upon any conduct that would have been actionable as fraud in 
the purchase or sale of securities to establish a violation of section 
1962. The exception contained in the preceding sentence does not 
apply to an action against any person that is criminally convicted 
in connection with the fraud, in which case the statute of limitations 
shall start to run on the date on which the conviction becomes 
final". 
15 u s e 111 note. 
SEC. 108. APPLICABILITY. 
The amendments made by this title shall not affect or apply 
to any private action arising under title I of the Securities Exchange 
Act of 1934 or title I of the Securities Act of 1933, commenced 
before and pending on the date of enactment of this Act. 
TITLE II—REDUCTION OF COERCIVE 
SETTLEMENTS 
SEC. 201. PROPORTIONATE LIABIUTY. 
(a) AMENDMENT TO SECURITIES AND EXCHANGE ACT OF 1934.— 
Section 2 ID of the Securities Exchange Act of 1934 (as added 
15USC78U-4. 
by this Act) is amended by adding at the end the following new 
subsection: 
"(g) PROPORTIONATE LIABILITY.— 
"(1) APPLICABILITY.—^Nothing in this subsection shall be 
construed to create, affect, or in any manner modify, the stand-
ard for liability associated with any action arising under the 
securities laws. 
"(2) LIABILITY FOR DAMAGES.— 
"(A) JOINT AND SEVERAL LIABILITY.—^Any covered per-
son against whom a final judgment is entered in a private 
action shall be liable for damages jointly and severally 
only if the trier of fact specifically determines that such 
covered person knowingly committed a violation of the 
securities laws. 
"(B) PROPORTIONATE LIABILITY.— 
"(i) IN GENERAL.—Except as provided in paragraph 
(1), a covered person against whom a final judgment 
PUBLIC LAW 104-67—DEC. 22, 1995 
109 STAT. 759 
is entered in a private action shall be liable solely 
for the portion of the judgment that corresponds to 
the percentage of responsibility of that covered person, 
as determined under paragraph (3). 
"(ii) RECOVERY BY AND COSTS OF COVERED PER-
SON.—In any case in which a contractual relationship 
permits, a covered person that prevails in any private 
action may recover the attorney's fees and costs of 
that covered person in connection with the action. 
"(3) DETERMINATION OF RESPONSIBILITY.— 
"(A) IN GENERAL.—In any private action, the court 
shall instruct the jury to answer special interrogatories, 
or if there is no jury, shall make findings, with respect 
to each covered person and each of the other persons 
claimed by any of the parties to have caused or contributed 
to the loss incurred by the plaintiff, including persons 
who have entered into settlements with the plaintiff or 
plaintiffs, concerning— 
"(i) whether such person violated the securities 
laws; 
"(ii) the percentage of responsibility of such person, 
measured as a percentage of the total fault of all 
persons who caused or contributed to the loss incurred 
by the plaintiff; and 
"(iii) whether such person knowingly committed 
a violation of the securities laws. 
"(B) CONTENTS OF SPECIAL INTERROGATORIES OR FIND-
INGS.—^The responses to interrogatories, or findings, as 
appropriate, under subparagraph (A) shall specify the total 
amount of damages that the plaintiff is entitled to recover 
and the percentage of responsibility of each covered person 
found to have caused or contributed to the loss incurred 
by the plaintiff or plaintiffs. 
"(C) FACTORS FOR CONSIDERATION.—In determining the 
percentage of responsibility under this paragraph, the trier 
of fact shall consider— 
"(i) the nature of the conduct of each covered per-
son found to have caused or contributed to the loss 
incurred by the plaintiff or plaintiffs; and 
"(ii) the nature and extent of the causal relation-
ship between the conduct of each such person and 
the damages incurred by the plaintiff or plaintiffs. 
"(4) UNCOLLECTIBLE SHARE.— 
"(A) IN GENERAL.—^Notwithstanding paragraph (2)(B), 
upon motion made not later than 6 months after a final 
judgment is entered in any private action, the court deter-
mines that all or part of the share of the judgment of 
the covered person is not collectible against that covered 
person, and is also not collectible against a covered person 
described 
in 
paragraph 
(2)(A), each covered 
person 
described in paragraph (2)(B) shall be liable for the 
uncollectible share as follows: 
"(i) PERCENTAGE 
OF NET WORTH.—Each covered 
person shall be jointly and severally liable for the 
uncollectible share if the plaintiff establishes that— 
"(I) the plaintiff 
is an individual whose 
recoverable damages under the final judgment are 
109 STAT. 760 
PUBLIC LAW 104-67—DEC. 22, 1995 
equal to more than 10 percent of the net worth 
of the plaintiff; and 
"(II) the net worth of the plaintiff is equal 
to less than $200,000. 
"(ii) OTHER PLAINTIFFS.—^With respect to any plain-
tiff not described in subclauses (I) and (II) of clause 
(i), each covered person shall be liable for the 
uncollectible share in proportion to the percentage of 
responsibility of that covered person, except that the 
total liability of a covered person under this clause 
may not exceed 50 percent of the proportionate share 
of that covered person, as determined under paragraph 
(3)(B). 
"(iii) NET WORTH.—For purposes of this subpara-
graph, net worth shall be determined as of the date 
immediately preceding the date of the purchase or 
sale (as applicable) by the plaintiff of the security 
that is the subject of the action, and shall be equal 
to the fair market value of assets, minus liabilities, 
including the net value of the investments of the plain-
tiff in real and personal property (including personal 
residences). 
"(B) OVERALL LIMIT.—In no case shall the total pay-
ments required pursuant to subparagraph (A) exceed the 
amount of the uncollectible share. 
"(C) COVERED PERSONS SUBJECT TO CONTRIBUTION.— 
A covered person against whom judgment is not collectible 
shall be subject to contribution and to any continuing liabil-
ity to the plaintiff on the judgment. 
"(5) RIGHT OF CONTRIBUTION.—^To the extent that a covered 
person is required to make an additional pa5mnent pursuant 
to paragraph (4), that covered person may recover contribu-
tion— 
"(A) from the covered person originally liable to make 
the payment; 
"(B) from any covered person liable jointly and sever-
ally pursuant to paragraph (2)(A); 
"(C) from any covered person held proportionately lia-
ble pursuant to this paragraph who is liable to make the 
same payment and has paid less than his or her propor-
tionate share of that payment; or 
"(D) from any other person responsible for the conduct 
giving rise to the payment that would have been liable 
to make the same payment. 
"(6) NONDISCLOSURE TO JURY.—The standard for allocation 
of damages under paragraphs (2) and (3) and the procedure 
for reallocation of uncollectible shares under paragraph (4) 
shall not be disclosed to members of the jury. 
"(7) SETTLEMENT DISCHARGE.— 
"(A) IN GENERAL.—^A covered person who settles any 
private action at any time before final verdict or judgment 
shall be discharged from all claims for contribution brought 
by other persons. Upon entry of the settlement by the 
court, the court shall enter a bar order constituting the 
final discharge of all obligations to the plaintiff of the 
settling covered person arising out of the action. The order 
PUBLIC LAW 104-67—DEC. 22, 1995 
109 STAT. 761 
shall bar all future claims for contribution arising out 
of the action— 
"(i) by any person against the settling covered 
person; and 
"(ii) by the settling covered person against any 
person, other than a person whose liability has been 
extinguished by the settlement of the settling covered 
person. 
"(B) REDUCTION.—If a covered person enters into a 
settlement with the plaintiff prior to final verdict or judg-
ment, the verdict or judgment shall be reduced by the 
greater of— 
"(i) an amount that corresponds to the percentage 
of responsibility of that covered person; or 
"(ii) the amount paid to the plaintiff by that cov-
ered person. 
"(8) CONTRIBUTION.—A covered person who becomes jointly 
and severally liable for damages in any private action may 
recover contribution from any other person who, if joined in 
the original action, would have been liable for the same dam-
ages. A claim for contribution shall be determined based on 
the percentage of responsibility of the claimant and of each 
person against whom a claim for contribution is made. 
"(9) STATUTE OF LIMITATIONS FOR CONTRIBUTION.—In 
any 
private action determining liability, an action for contribution 
shall be brought not later than 6 months after the entry of 
a final, nonappealable judgment in the action, except that an 
action for contribution brought by a covered person who was 
required to make an additional payment pursuant to paragraph 
(4) may be brought not later than 6 months after the date 
on which such payment was made. 
"(10) DEFINITIONS.—For purposes of this subsection— 
"(A) a covered person 'knowingly commits a violation 
of the securities laws'— 
"(i) with respect to an action that is based on 
an untrue statement of material fact or omission of 
a material fact necessary to make the statement not 
misleading, if— 
"(I) that covered person makes an untrue 
statement of a material fact, with actual knowl-
edge that the representation is false, or omits to 
state a fact necessary in order to make the state-
ment made not misleading, with actual knowledge 
that, as a result of the omission, one of the mate-
rial representations of the covered person is false; 
and 
"(II) persons are likely to reasonably rely on 
that misrepresentation or omission; and 
"(ii) with respect to an action that is based on 
any conduct that is not described in clause (i), if that 
covered person engages in that conduct with actual 
knowledge of the facts and circumstances that make 
the conduct of that covered person a violation of the 
securities laws; 
"(B) reckless conduct by a covered person shall not 
be construed to constitute a knowing commission of a viola-
tion of the securities laws by that covered person; 
109 STAT. 762 
PUBLIC LAW 104-67—DEC. 22, 1995 
"(C) the term 'covered person' means— 
"(i) a defendant in any private action arising under 
this title; or 
"(ii) a defendant in any private action arising 
under section 11 of the Securities Act of 1933, who 
is an outside director of the issuer of the securities 
that are the subject of the action; and 
"(D) the term 'outside director' shall have the meaning 
given such term by rule or regulation of the Commission.". 
(b) AMENDMENTS TO THE SECURITIES ACT OF 1933.—Section 
15 use 77k. 
11(f) of the Securities Act of 1933 (12 U.S.C. 77k(f)) is amended— 
(1) by striking "All" and inserting "(1) Except as provided 
in paragraph (2), all"; and 
(2) by adding at the end the following new paragraph: 
"(2)(A) The liability of an outside director under subsection 
(e) shall be determined in accordance with section 38 of the Securi-
ties Exchange Act of 1934. 
"(B) For purposes of this paragraph, the term 'outside director' 
shall have the meaning given such term by rule or regulation 
of the Commission.". 
15 use 77k note. 
SEC. 202. APPUCABILITY. 
The amendments made by this title shall not affect or apply 
to any private action arising under the securities laws commenced 
before and pending on the date of enactment of this Act. 
15 use 78J-1 
SEC. 203. RULE OF CONSTRUCTION. 
Nothing in this Act or the amendments made by this Act 
shall be deemed to create or ratify any implied private right of 
action, or to prevent the Commission, by rule or regulation, from 
restricting or otherwise regulating private actions under the Securi-
ties Exchange Act of 1934. 
TITLE III—AUDITOR DISCLOSURE OF 
CORPORATE FRAUD 
SEC. 301. FRAUD DETECTION AND DISCLOSURE. 
(a) IN GENERAL.—^The Securities Exchange Act of 1934 (15 
U.S.C. 78a et seq.) is amended by inserting immediately after 
section 10 the following new section: 
15 use 78J-1. 
"SEC. lOA. AUDIT REQUIREMENTS. 
"(a) IN GENERAL.—^Each audit required pursuant to this title 
of the financial statements of an issuer by an independent public 
accountant shall include, in accordance with generally accepted 
auditing standards, as may be modified or supplemented from time 
to time by the Commission— 
"(1) procedures designed to provide reasonable assurance 
of detecting illegal acts that would have a direct and material 
effect on the determination of financial statement amounts; 
"(2) procedures designed to identify related party trans-
actions that are material to the financial statements or other-
wise require disclosure therein; and 
"(3) an evaluation of whether there is substantial doubt 
about the ability of the issuer to continue as a going concern 
during the ensuing fiscal year. 
PUBLIC LAW 104-67—DEC. 22, 1995 
109 STAT. 763 
"(b) REQUIRED RESPONSE TO AUDIT DISCOVERIES.— 
"(1) INVESTIGATION AND REPORT TO MANAGEMENT.—If, in 
the course of conducting an audit pursuant to this title to 
which subsection (a) appHes, the independent pubHc accountant 
detects or otherwise becomes aware of information indicating 
that an illegal act (whether or not perceived to have a material 
effect on the financial statements of the issuer) has or may 
have occurred, the accountant shall, in accordance with gen-
erally accepted auditing standards, as may be modified or 
supplemented from time to time by the Commission— 
"(A)(i) determine whether it is likely that an illegal 
act has occurred; and 
"(ii) if so, determine and consider the possible effect 
of the illegal act on the financial statements of the issuer, 
including any contingent monetary effects, such as fines, 
penalties, and damages; and 
"(B) as soon as practicable, inform the appropriate 
level of the management of the issuer and assure that 
the audit committee of the issuer, or the board of directors 
of the issuer in the absence of such a committee, is ade-
quately informed with respect to illegal acts that have 
been detected or have otherwise come to the attention 
of such accountant in the course of the audit, unless the 
illegal act is clearly inconsequential. 
"(2) RESPONSE TO FAILURE TO TAKE REMEDIAL ACTION.— 
If, after determining that the audit committee of the board 
of directors of the issuer, or the board of directors of the 
issuer in the absence of an audit committee, is adequately 
informed with respect to illegal acts that have been detected 
or have otherwise come to the attention of the accountant 
in the course of the audit of such accountant, the independent 
public accountant concludes that— 
"(A) the illegal act has a material effect on the financial 
statements of the issuer; 
"(B) the senior management has not taken, and the 
board of directors has not caused senior management to 
take, timely and appropriate remedial actions with respect 
to the illegal act; and 
"(C) the failure to take remedial action is reasonably 
expected to warrant departure from a standard report of 
the auditor, when made, or warrant resignation from the 
audit engagement; 
the independent public accountant shall, as soon as practicable, 
directly report its conclusions to the board of directors. 
"(3) 
NOTICE TO COMMISSION; RESPONSE TO FAILURE TO 
NOTIFY.—^An issuer whose board of directors receives a report 
under paragraph (2) shall inform the Commission by notice 
not later than 1 business day after the receipt of such report 
and shall furnish the independent public accountant making 
such report with a copy of the notice furnished to the Commis-
sion. If the independent public accountant fails to receive a 
copy of the notice before the expiration of the required 1-
business-day period, the independent public accountant shall— 
"(A) resign from the engagement; or 
"(B) furnish to the Commission a copy of its report 
(or the documentation of any oral report given) not later 
than 1 business day following such failure to receive notice. 
109 STAT. 764 
PUBLIC LAW 104-67—DEC. 22, 1995 
"(4) REPORT AFTER RESIGNATION.—If an independent public 
accountant resigns from an engagement under paragraph 
(3)(A), the accountant shall, not later than 1 business day 
following the failure by the issuer to notify the Commission 
under paragraph (3), furnish to the Commission a copy of 
the accountant's report (or the documentation of any oral report 
given). 
"(c) AUDITOR LIABILITY LIMITATION.—^No independent public 
accountant shall be liable in a private action for any finding, conclu-
sion, or statement expressed in a report made pursuant to para-
graph (3) or (4) of subsection (b), including any rule promulgated 
pursuant thereto. 
"(d) CIVIL PENALTIES IN CEASE-AND-DESIST PROCEEDINGS.—If 
the Commission finds, after notice and opportunity for hearing 
in a proceeding instituted pursuant to section 21C, that an 
independent public accountant has willfully violated paragraph (3) 
or (4) of subsection (b), the Commission may, in addition to entering 
an order under section 21C, impose a civil penalty against the 
independent public accountant and any other person that the 
Commission finds was a cause of such violation. The determination 
to impose a civil penalty and the amount of the penalty shall 
be governed by the standards set forth in section 2IB. 
"(e) PRESERVATION OF EXISTING AUTHORITY.—Except as pro-
vided in subsection (d), nothing in this section shall be held to 
limit or otherwise affect the authority of the Commission under 
this title. 
"(0 DEFINITION.—^As used in this section, the term 'illegal act' 
means an act or omission that violates any law, or any rule or 
regulation having the force of law.". 
15 use 78J-1 
(b) EFFECTIVE DATES.—The amendment made by subsection 
note. 
(a) shall apply to each annual report— 
(1) for any period beginning on or after January 1, 1996, 
with respect to any registrant that is required to file selected 
quarterly financial data pursuant to the rules or regulations 
of the Securities and Exchange Commission; and 
(2) for any period beginning on or after January 1, 1997, 
with respect to any other registrant. 
Newt Gingrich 
Speaker of the House of Representatives. 
Strom Thurmond 
President of the Senate pro tempore. 
IN THE HOUSE OF REPRESENTATIVES, U.S. 
December 20, 1995. 
The House of Representatives having proceeded to reconsider the bill (H.R. 1058) 
entitled "An Act to reform Federal securities litigation, and for other purposes", re-
turned by the President of the United States with his objections, to the House of 
Representatives, in which it originated, it was 
PUBLIC IJVW 104-67—DEC. 22, 1995 
109 STAT. 765 
Resolved, That the said bill pass, two-thirds of the House of Representatives 
agreeing to pass the same. 
Robin H. Carle 
Clerk. 
I certify that this Act originated in the House of Representatives. 
Clerk. 
IN THE SENATE OF THE UNITED STATES, 
December 22, 1995. 
The Senate having proceeded to reconsider the bill (H.R. 1058) entitled "An Act 
to reform Federal securities Utigation, and for other purposes", returned by the 
President of the United States with his objections, to the House of Representatives, 
in which it originated, and passed by the House of Representatives on reconsider-
ation of the same, it was 
Resolved, That the said bill pass, two-thirds of the Senators present having voted 
in the affirmative. 
Attest: 
Kelly P. Johnston 
Secretary. 
LEGISLATIVE HISTORY—H.R. 1058 (S. 240): 
HOUSE REPORTS: No. 104-369 (Comm. of Conference). 
SENATE REPORTS: No. 104-98 accompanying S. 240 (Comm. on Banking, Hous-
ing, and Urban Affairs). 
CONGRESSIONAL RECORD, Vol. 141 (1995): 
Mar. 7, 8, considered and passed House. 
June 22, 23, 26-28, considered and passed Senate, amended, in lieu of S. 240. 
Dec. 5, Senate agreed to conference report. 
Dec. 6, House agreed to conference report. 
WEEKLY COMPILATION OF PRESIDENTIAL DOCUMENTS, Vol. 31 (1995): 
Dec. 19, Presidential veto message. 
CONGRESSIONAL RECORD, Vol. 141 (1995): 
Dec. 20, House overrode veto. 
Dec. 22, Senate overrode veto.