Central Bank of Denver, N. A. v. First Interstate Bank of Denver, N. A., 511 U.S. 164, 25 (1994)

Page:   Index   Previous  18  19  20  21  22  23  24  25  26  27  28  29  30  31  32  Next

188

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

Opinion of the Court

statute. Id., at 291-292. That issue is our concern here, and we adhere to the statutory text in resolving it.

C

The SEC points to various policy arguments in support of the 10b-5 aiding and abetting cause of action. It argues, for example, that the aiding and abetting cause of action deters secondary actors from contributing to fraudulent activities and ensures that defrauded plaintiffs are made whole. Brief for SEC 16-17.

Policy considerations cannot override our interpretation of the text and structure of the Act, except to the extent that they may help to show that adherence to the text and structure would lead to a result "so bizarre" that Congress could not have intended it. Demarest v. Manspeaker, 498 U. S. 184, 191 (1991); cf. Pinter v. Dahl, 486 U. S., at 654 ("[W]e need not entertain Pinter's policy arguments"); Santa Fe Industries, 430 U. S., at 477 (language sufficiently clear to be dispositive). That is not the case here.

Extending the 10b-5 cause of action to aiders and abettors no doubt makes the civil remedy more far reaching, but it does not follow that the objectives of the statute are better served. Secondary liability for aiders and abettors exacts costs that may disserve the goals of fair dealing and efficiency in the securities markets.

As an initial matter, the rules for determining aiding and abetting liability are unclear, in "an area that demands certainty and predictability." Pinter v. Dahl, 486 U. S., at 652. That leads to the undesirable result of decisions "made on an ad hoc basis, offering little predictive value" to those who provide services to participants in the securities business. Ibid. "[S]uch a shifting and highly fact-oriented disposition of the issue of who may [be liable for] a damages claim for violation of Rule 10b-5" is not a "satisfactory basis for a rule of liability imposed on the conduct of business transactions." Blue Chip Stamps, 421 U. S., at 755; see also Virginia Bank-

Page:   Index   Previous  18  19  20  21  22  23  24  25  26  27  28  29  30  31  32  Next

Last modified: October 4, 2007