572
Opinion of the Court
Blue Chip Stamps v. Manor Drug Stores, 421 U. S. 723, 752 (1975) ("The 1933 Act is a far narrower statute [than the Securities Exchange Act of 1934 (1934 Act)] chiefly concerned with disclosure and fraud in connection with offerings of securities—primarily, as here, initial distributions of newly issued stock from corporate issuers"); United States v. Naftalin, 441 U. S. 768, 777-778 (1979) ("[T]he 1933 Act was primarily concerned with the regulation of new offerings"); SEC v. Ralston Purina Co., 346 U. S. 119, 122, n. 5 (1953) (" '[T]he bill does not affect transactions beyond the need of public protection in order to prevent recurrences of demonstrated abuses' "), quoting H. R. Rep. No. 85, 73d Cong., 1st Sess., 7 (1933). We are reluctant to conclude that § 12(2) creates vast additional liabilities that are quite independent of the new substantive obligations the Act imposes. It is more reasonable to interpret the liability provisions of the 1933 Act as designed for the primary purpose of providing remedies for violations of the obligations it had created. Indeed, §§ 11 and 12(1)—the statutory neighbors of § 12(2)— afford remedies for violations of those obligations. See § 11, 15 U. S. C. § 77k (remedy for untrue statements in registration statements); § 12(1), 15 U. S. C. § 77l(1) (remedy for sales in violation of § 5, which prohibits the sale of unregistered securities). Under our interpretation of "prospectus," § 12(2) in similar manner is linked to the new duties created by the Act.
On the other hand, accepting Alloyd's argument that any written offer is a prospectus under § 12 would require us to hold that the word "prospectus" in § 12 refers to a broader set of communications than the same term in § 10. The Court of Appeals was candid in embracing that conclusion: "[T]he 1933 Act contemplates many definitions of a prospectus. Section 2(10) gives a single, broad definition; section 10(a) involves an isolated, distinct document—a prospectus within a prospectus; section 10(d) gives the Commission authority to classify many." Pacific Dunlop Holdings Inc. v.
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