Gustafson v. Alloyd Co., 513 U.S. 561, 10 (1995)

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570

GUSTAFSON v. ALLOYD CO.

Opinion of the Court

with the implications of this proposition for the entirety of the Act, and for § 12 in particular. Compare Ballay v. Legg Mason Wood Walker, Inc., 925 F. 2d, at 688-689 (suggesting that the term "prospectus" is used in a consistent manner in both §§ 10 and 12), with Pacific Dunlop Holdings Inc. v. Allen & Co., 993 F. 2d, at 584 (rejecting that view). We conclude that the term "prospectus" must have the same meaning under §§ 10 and 12. In so holding, we do not, as the dissent by Justice Ginsburg suggests, make the mistake of treating § 10 as a definitional section. See post, at 597. Instead, we find in § 10 guidance and instruction for giving the term a consistent meaning throughout the Act.

The 1933 Act, like every Act of Congress, should not be read as a series of unrelated and isolated provisions. Only last Term we adhered to the "normal rule of statutory construction" that "identical words used in different parts of the same act are intended to have the same meaning." Department of Revenue of Ore. v. ACF Industries, Inc., 510 U. S. 332, 342 (1994) (internal quotation marks and citations omitted); see also Brooke Group Ltd. v. Brown & Williamson Tobacco Corp., 509 U. S. 209, 230 (1993); Atlantic Cleaners & Dyers, Inc. v. United States, 286 U. S. 427, 433 (1932). That principle applies here. If the contract before us is not a prospectus for purposes of § 10—as all must and do concede—it is not a prospectus for purposes of § 12 either.

The conclusion that prospectus has the same meaning, and refers to the same types of communications (public offers by an issuer or its controlling shareholders), in both §§ 10 and 12 is reinforced by an examination of the structure of the 1933 Act. Sections 4 and 5 of the Act together require a seller to file a registration statement and to issue a prospectus for certain defined types of sales (public offerings by an issuer, through an underwriter). See 15 U. S. C. §§ 77d, 77e. Sections 7 and 10 of the Act set forth the information required in the registration statement and the prospectus.

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