Central Bank of Denver, N. A. v. First Interstate Bank of Denver, N. A., 511 U.S. 164, 16 (1994)

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Cite as: 511 U. S. 164 (1994)

Opinion of the Court

Following that analysis here, we look to the express private causes of action in the 1933 and 1934 Acts. See, e. g., Musick, Peeler, supra, at 295-297; Blue Chip Stamps, supra, at 735-736. In the 1933 Act, § 11 prohibits false statements or omissions of material fact in registration statements; it identifies the various categories of defendants subject to liability for a violation, but that list does not include aiders and abettors. 15 U. S. C. § 77k. Section 12 prohibits the sale of unregistered, nonexempt securities as well as the sale of securities by means of a material misstatement or omission; and it limits liability to those who offer or sell the security. 15 U. S. C. § 77l. In the 1934 Act, § 9 prohibits any person from engaging in manipulative practices such as wash sales, matched orders, and the like. 15 U. S. C. § 78i. Section 16 regulates short-swing trading by owners, directors, and officers. 15 U. S. C. § 78p. Section 18 prohibits any person from making misleading statements in reports filed with the SEC. 15 U. S. C. § 78r. And § 20A, added in 1988, prohibits any person from engaging in insider trading. 15 U. S. C. § 78t-1.

This survey of the express causes of action in the securities Acts reveals that each (like § 10(b)) specifies the conduct for which defendants may be held liable. Some of the express causes of action specify categories of defendants who may be liable; others (like § 10(b)) state only that "any person" who commits one of the prohibited acts may be held liable. The important point for present purposes, however, is that none of the express causes of action in the 1934 Act further imposes liability on one who aids or abets a violation. Cf. 7 U. S. C. § 25(a)(1) (1988 ed. and Supp. IV) (Commodity Exchange Act's private civil aiding and abetting provision).

From the fact that Congress did not attach private aiding and abetting liability to any of the express causes of action in the securities Acts, we can infer that Congress likely would not have attached aiding and abetting liability to § 10(b) had it provided a private § 10(b) cause of action. See

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