Central Bank of Denver, N. A. v. First Interstate Bank of Denver, N. A., 511 U.S. 164 (1994)

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164

OCTOBER TERM, 1993

Syllabus

CENTRAL BANK OF DENVER, N. A. v. FIRST INTERSTATE BANK OF DENVER, N. A., et al.

certiorari to the united states court of appeals for the tenth circuit

No. 92-854. Argued November 30, 1993—Decided April 19, 1994

As this Court has interpreted it, 10(b) of the Securities Exchange Act of 1934 imposes private civil liability on those who commit a manipulative or deceptive act in connection with the purchase or sale of securities. Following a public building authority's default on certain bonds secured by landowner assessment liens, respondents, as purchasers of the bonds, filed suit against the authority, the bonds' underwriters, the developer of the land in question, and petitioner bank, as the indenture trustee for the bond issues. Respondents alleged that the first three defendants had violated 10(b) in connection with the sale of the bonds, and that petitioner was "secondarily liable under 10(b) for its conduct in aiding and abetting the [other defendants'] fraud." The District Court granted summary judgment to petitioner, but the Court of Appeals reversed in light of Circuit precedent allowing private aiding and abetting actions under 10(b).

Held: A private plaintiff may not maintain an aiding and abetting suit under 10(b). Pp. 170-192. (a) This case is resolved by the statutory text, which governs what conduct is covered by 10(b). See, e. g., Ernst & Ernst v. Hochfelder, 425 U. S. 185, 197, 199. That text—which makes it "unlawful for any person, directly or indirectly, . . . [t]o use or employ, in connection with the purchase or sale of any security . . . , any manipulative or deceptive device or contrivance"—prohibits only the making of a material mis-statement (or omission) or the commission of a manipulative act, and does not reach those who aid and abet a violation. The "directly or indirectly" phrase does not cover aiding and abetting, since liability for aiding and abetting would extend beyond persons who engage, even indirectly, in a proscribed activity to include those who merely give some degree of aid to violators, and since the "directly or indirectly" language is used in numerous 1934 Act provisions in a way that does not impose aiding and abetting liability. Pp. 170-178. (b) Even if the 10(b) text did not answer the question at issue, the same result would be reached by inferring how the 1934 Congress would have addressed the question had it expressly included a 10(b) private

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