Cite as: 513 U. S. 561 (1995)
Thomas, J., dissenting
The dearth of limiting language in § 12(2) is all the more striking in light of the 1933 Act's detailed exemption provisions. Section 4 of the 1933 Act, appropriately entitled "Exempted Transactions," specifically excludes from § 5's registration requirements both "transactions by any person other than an issuer, underwriter, or dealer" and "transactions by an issuer not involving any public offering." 15 U. S. C. §§ 77d(1) and (2). If Congress had intended § 12(2) to govern only initial public offerings, it would have been simple for Congress to have referred to the § 4 exemptions in § 12(2). As we have noted, "although § 4(2) of the 1933 Act . . . exempts transactions not involving any public offering from the Act's registration provisions, there is no comparable exemption from the antifraud provisions." Landreth Timber Co., 471 U. S., at 692. Section 12(2)'s explicit exception only for government securities shows that Congress knew how to exempt certain securities and transactions when it wanted to.
The majority argues that § 4's exemption suggests a contrary conclusion. Ante, at 573. According to the majority, if Congress had intended § 12(2) to apply to private, secondary transactions, it would have said so explicitly. This reasoning goes too far, for it would render § 4 superfluous. After all, if the majority applied its approach to § 5 (which prohibits the sale of a security without first registering the security or without first sending a prospectus), then it would conclude—even in the absence of § 4—that § 5 refers only to initial offerings. But this would have precluded any need to include § 4 at all.
The majority claims that under my reading, "there is no ready explanation for exempting" government securities from § 12(2). Ante, at 571. But Congress could have concluded that it was unnecessary to impose liability on the private or secondary sellers of a government security because information concerning government securities is already available either from the markets or from government enti-
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