Central Bank of Denver, N. A. v. First Interstate Bank of Denver, N. A., 511 U.S. 164, 24 (1994)

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

Opinion of the Court

of the 1934 Act. S. 1179, 86th Cong., 1st Sess. § 22 (1959); see also S. 3770, 86th Cong., 2d Sess. § 20 (1960); S. 2545, 85th Cong., 1st Sess. § 20 (1957). These bills prompted "industry fears that private litigants, not only the SEC, may find in this section a vehicle by which to sue aiders and abettors," and the bills were not passed. SEC Legislation: Hearings before a Subcommittee of the Senate Committee on Banking and Currency on S. 1178, S. 1179, S. 1180, S. 1181, and S. 1182, 86th Cong., 1st Sess., 288, 370 (1959). According to Central Bank, these proposals reveal that those Congresses interpreted § 10(b) not to cover aiding and abetting. We have stated, however, that failed legislative proposals are "a particularly dangerous ground on which to rest an interpretation of a prior statute." Pension Benefit Guaranty Corporation v. LTV Corp., 496 U. S. 633, 650 (1990). "Congressional inaction lacks persuasive significance because several equally tenable inferences may be drawn from such inaction, including the inference that the existing legislation already incorporated the offered change." Ibid. (internal quotation marks omitted); see United States v. Wise, 370 U. S. 405, 411 (1962).

It is true that our cases have not been consistent in rejecting arguments such as these. Compare Flood v. Kuhn, 407 U. S. 258, 281-282 (1972), with Pension Benefit Guaranty Corporation, supra, at 650; compare Merrill Lynch, Pierce, Fenner & Smith, Inc. v. Curran, 456 U. S. 353, 381-382 (1982), with Aaron v. SEC, 446 U. S., at 694, n. 11. As a general matter, however, we have stated that these arguments deserve little weight in the interpretive process. Even were that not the case, the competing arguments here would not point to a definitive answer. We therefore reject them. As we stated last Term, Congress has acknowledged the 10b-5 action without any further attempt to define it. Musick, Peeler, 508 U. S., at 293-294. We find our role limited when the issue is the scope of conduct prohibited by the

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