580
Opinion of the Court
is an issue not in dispute. Although the Act as passed exempted securities from registration if sold by the issuer within 60 days of the passage of the Act, see 1933 Securities Act, § 3(a)(1), the limitation did not apply to § 12(2). See 15 U. S. C. § 77l. Instead, actions brought under § 12(2) are subject to the limitation of actions provision in § 13. See 15 U. S. C. § 77m (one year from the date of discovery). A buyer who discovered a material omission in a prospectus after the passage of the Act could sue for rescission under § 12(2) even though the prospectus had been issued before enactment of the statute. This tells us nothing one way or the other, however, about whether the term "prospectus" is limited to a document soliciting the public to purchase securities from the issuer.
In large measure the writings on which both the SEC and Justice Ginsburg rely address a question on which there is no disagreement, that is, "to what securities does § 12(2) apply?" We agree with the SEC that § 12(2) applies to every class of security (except one issued or backed by a governmental entity), whether exempted from registration or not, and whether outstanding at the time of the passage of the Act or not. The question before us is the coverage of § 12(2), and the writings offered by the SEC are of little value on this point.
If legislative history is to be considered, it is preferable to consult the documents prepared by Congress when deliberating. The legislative history of the Act concerning the precise question presented supports our interpretation with much clarity and force. Congress contemplated that § 12(2) would apply only to public offerings by an issuer (or a controlling shareholder). The House Report stated: "The bill affects only new offerings of securities . . . . It does not affect the ordinary redistribution of securities unless such redistribution takes on the characteristics of a new offering." H. R. Rep. No. 85, 73d Cong., 1st Sess., 5 (1933). The observation extended to § 12(2) as well. Part II, § 6 of the
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