Page:United States Statutes at Large Volume 112 Part 5.djvu/471

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PUBLIC LAW 105-353—NOV. 3, 1998 112 STAT. 3229 "(3) ACTIONS UNDER CONTRACTUAL AGREEMENTS BETWEEN ISSUERS AND INDENTURE TRUSTEES. —Notwithstanding subsection (b) or (c), a covered class action that seeks to enforce a contractual agreement between an issuer and an indenture trustee may be maintained in a State or Federal court by a party to the agreement or a successor to such party. "(4) REMAND OF REMOVED ACTIONS.—In an action that has been removed from a State court pursuant to subsection (c), if the Federal court determines that the action may be maintained in State court pursuant to this subsection, the Federal court shall remand such action to such State court. "(e) PRESERVATION OF STATE JURISDICTION. —The securities commission (or any agency or office performing like functions) of any State shall retain jurisdiction under the laws of such State to investigate and bring enforcement actions. "(f) DEFINITIONS. —For purposes of this section, the following definitions shall apply: "(1) AFFILIATE OF THE ISSUER. — The term 'affiliate of the issuer' means a person that directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with, the issuer. "(2) COVERED CLASS ACTION.— "(A) IN GENERAL. —The term 'covered class action' means— "(i) any single lawsuit in which— "(I) damages are sought on behalf of more than 50 persons or prospective class members, and questions of law or fact common to those persons or members of the prospective class, without ref- erence to issues of individualized reliance on an alleged misstatement or omission, predominate over any questions affecting only individual persons or members; or "(II) one or more named parties seek to recover damages on a representative basis on behalf of themselves and other unnamed parties similarly situated, and questions of law or fact common to those persons or members of the prospective class predominate over any questions affecting only individusil persons or members; or "(ii) any group of lawsuits filed in or pending in the same court and involving common questions of law or fact, in which— "(I) damages are sought on behalf of more than 50 persons; and "(II) the lawsuits are joined, consolidated, or otherwise proceed as a single action for any purpose. "(B) EXCEPTION FOR DERIVATIVE ACTIONS.—Notwithstanding subparagraph (A), the term 'covered class action' does not include an exclusively derivative action brought by one or more shareholders on behalf of a corporation. "(C) COUNTING OF CERTAIN CLASS MEMBERS.— For purposes of this paragraph, a corporation, investment company, pension plan, partnership, or other entity, shall be treated as one person or prospective class member, but