Cite as: 513 U. S. 561 (1995)
Syllabus
(e) The holding in this case draws support from the decision in United States v. Naftalin, 441 U. S. 768, that § 17(a)—which makes unlawful fraudulent transfers of securities—extends beyond the regulation of public offerings. That decision was based on § 17(a)'s language—which suggested no limitation of the scope of liability—and its legislative history—which showed that Congress made a deliberate departure from the Act's general scheme in § 17(a). In contrast, § 12(2)'s reference to "prospectus" limits its coverage to public offerings, and nothing in its legislative history hints that it was intended to effect expansion of the Act's coverage. Pp. 576-578.
(f) Statements by commentators and judges written after the Act was passed are not reliable indicators of what Congress intended. By and large, the writings presented in support of respondents' construction of the Act are of little value in determining the issue presented here: the extent of § 12(2)'s coverage. The Act's legislative history clearly indicates that Congress contemplated that § 12(2) would apply only to public offerings by an issuer or controlling shareholder, and nothing in that history suggests that Congress intended to create a formal prospectus required to comply with both §§ 10 and 12, and a second, less formal prospectus, to which only § 12 would be applicable. Pp. 578-584.
Reversed and remanded.
Kennedy, J., delivered the opinion of the Court, in which Rehnquist, C. J., and Stevens, O'Connor, and Souter, JJ., joined. Thomas, J., filed a dissenting opinion, in which Scalia, Ginsburg, and Breyer, JJ., joined, post, p. 584. Ginsburg, J., filed a dissenting opinion, in which Breyer, J., joined, post, p. 596.
Donald W. Jenkins argued the cause for petitioners. With him on the briefs were Harold C. Wheeler, Debra A. Winiarski, Thomas P. Desmond, and Jennifer R. Evans.
Robert J. Kopecky argued the cause for respondents. With him on the brief were Brian D. Sieve, Kenneth W. Starr, and Paul T. Cappuccio.
Michael R. Dreeben argued the cause for the Securities and Exchange Commission as amicus curiae urging affirmance. With him on the brief were Solicitor General Days, Deputy Solicitor General Kneedler, Simon M. Lorne, Paul
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