Cite as: 513 U. S. 561 (1995)
Opinion of the Court
States v. Naftalin, 441 U. S. 768 (1979). In Naftalin, though noting that "the 1933 Act was primarily concerned with the regulation of new offerings," the Court held that § 17(a) was "intended to cover any fraudulent scheme in an offer or sale of securities, whether in the course of an initial distribution or in the course of ordinary market trading." The Court justified this holding—which it termed "a major departure from th[e] limitation [of the 1933 Act to new offerings]"—by reference to both the statutory language and the unambiguous legislative history. Id., at 777-778. The same considerations counsel in favor of our interpretation of § 12(2).
The Court noted in Naftalin that § 17(a) contained no language suggesting a limitation on the scope of liability under § 17(a). See id., at 778 ("[T]he statutory language . . . makes no distinctions between the two kinds of transactions"). Most important for present purposes, § 17(a) does not contain the word "prospectus." In contrast, as we have noted, § 12(2) contains language, i. e., "by means of a prospectus or oral communication," that limits § 12(2) to public offerings. Just as the absence of limiting language in § 17(a) resulted in broad coverage, the presence of limiting language in § 12(2) requires a narrow construction.
Of equal importance, the legislative history relied upon in Naftalin showed that Congress decided upon a deliberate departure from the general scheme of the Act in this one instance, and "made abundantly clear" its intent that § 17(a) have broad coverage. See ibid. (quoting legislative history
munication in interstate commerce or by the use of the mails, directly or indirectly—
"(1) to employ any device, scheme, or artifice to defraud, or "(2) to obtain money or property by means of any untrue statement of a material fact or any omission to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or
"(3) to engage in any transaction, practice, or course of business which operates or would operate as a fraud or deceit upon the purchaser." 15 U. S. C. § 77q(a).
577
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