584
Thomas, J., dissenting
sents' self-contradicting conclusion that the contract here is a prospectus under § 2(10) even though not subject to the requirements of § 10.
* * *
In sum, the word "prospectus" is a term of art referring to a document that describes a public offering of securities by an issuer or controlling shareholder. The contract of sale, and its recitations, were not held out to the public and were not a prospectus as the term is used in the 1933 Act.
The judgment of the Court of Appeals is reversed, and the case is remanded for further proceedings consistent with this opinion.
It is so ordered.
Justice Thomas, with whom Justice Scalia, Justice Ginsburg, and Justice Breyer join, dissenting.
From the majority's opinion, one would not realize that § 12(2) of the Securities Act of 1933 (1933 Act or Act) was involved in this case until one had read more than halfway through. In contrast to the majority's approach of interpreting the statute, I believe the proper method is to begin with the provision actually involved in this case, § 12(2), and then turn to the 1933 Act's definitional section, § 2(10), before consulting the structure of the Act as a whole. Because the result of this textual analysis shows that § 12(2) applies to secondary or private sales of a security as well as to initial public offerings, I dissent.
I
A
As we have emphasized in our recent decisions, " '[t]he starting point in every case involving construction of a statute is the language itself.' " Landreth Timber Co. v. Landreth, 471 U. S. 681, 685 (1985) (quoting Blue Chip Stamps v. Manor Drug Stores, 421 U. S. 723, 756 (1975) (Powell, J.,
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