590
Thomas, J., dissenting
public trading and privately negotiated sales. The provision does not mention initial public offerings, as do other provisions of the Act. See, e. g., § 4 of the 1933 Act, 15 U. S. C. § 77d(2) (exempting "transactions by an issuer not involving any public offering"). Nor did Congress limit § 12(2) to issuers, as it chose to do with other provisions that are limited to initial distributions. See § 11 of the 1933 Act, 15 U. S. C. § 77k(a)(2) (holding liable for a false registration statement "every person who was a director of . . . or partner in the issuer" at time of filing). Instead, § 12(2) refers more broadly to "any person who . . . offers or sells a security." 1 If, as the majority suggests, Congress had intended to limit § 12(2) to initial public offerings, it presumably would have used words such as "issuer," "public offering," or "private," or "resale," or at least discussed trading on the exchanges or the liability of dealers, underwriters, and issuers. But on this score, § 12(2) is notable for its silence.
I assume that when Congress chose to define liability under the securities laws, it used precise language that it was familiar with to make its meaning clear. Just last Term, in holding that § 10(b) of the 1934 Act did not create liability for aiders and abettors, we said: "If . . . Congress intended to impose aiding and abetting liability, we presume it would have used the words 'aid' and 'abet' in the statutory text. But it did not." Central Bank of Denver, 511 U. S., at 177. This rule of construction can cut both ways. If in Central Bank of Denver Congress' failure to use "aid" or "abet" limited liability under the securities laws, then here the absence of "public offering," "issuers," or some similar limitation surely suggests that Congress sought to extend § 12(2) to private and secondary transactions.
1 "Sell" is defined broadly to include "every contract of sale or disposition of a security or interest in a security, for value," while "offer" refers to "every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security, for value." 15 U. S. C. § 77b(3).
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