Cite as: 513 U. S. 561 (1995)
Opinion of the Court
See §§ 77g, 77j. Section 11 provides for liability on account of false registration statements; § 12(2) for liability based on misstatements in prospectuses. See 15 U. S. C. §§ 77k, 77l. Following the most natural and symmetrical reading, just as the liability imposed by § 11 flows from the requirements imposed by §§ 5 and 7 providing for the filing and content of registration statements, the liability imposed by § 12(2) cannot attach unless there is an obligation to distribute the prospectus in the first place (or unless there is an exemption).
Our interpretation is further confirmed by a reexamination of § 12 itself. The section contains an important guide to the correct resolution of the case. By its terms, § 12(2) exempts from its coverage prospectuses relating to the sales of government-issued securities. See 15 U. S. C. § 77l (excepting securities exempted by § 77c(a)(2)). If Congress intended § 12(2) to create liability for misstatements contained in any written communication relating to the sale of a security—including secondary market transactions—there is no ready explanation for exempting government-issued securities from the reach of the right to rescind granted by § 12(2). Why would Congress grant immunity to a private seller from liability in a rescission suit for no reason other than that the seller's misstatements happen to relate to securities issued by a governmental entity? No reason is apparent. The anomaly disappears, however, when the term "prospectus" relates only to documents that offer securities sold to the public by an issuer. The exemption for government-issued securities makes perfect sense on that view, for it then becomes a precise and appropriate means of giving immunity to governmental authorities.
The primary innovation of the 1933 Act was the creation of federal duties—for the most part, registration and disclosure obligations—in connection with public offerings. See, e. g., Ernst & Ernst v. Hochfelder, 425 U. S. 185, 195 (1976) (the 1933 Act "was designed to provide investors with full disclosure of material information concerning public offerings");
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