chadbourne parke llp troice et argued october decided february securities litigation uniform standards act litigation act act forbids bringing large securities class actions based upon statutory common law state plaintiffs allege misrepresentation omission material fact connection purchase sale covered security act defines covered security include relevant securities traded national exchange four sets plaintiffs respondents filed civil class actions state law contending defendants petitioners helped allen stanford companies perpetrate ponzi scheme falsely representing uncovered securities certificates deposit stanford international bank plaintiffs purchasing backed covered securities district dismissed case litigation act although certificates deposit covered securities concluded bank misrepresentation holdings covered securities made investments uncovered securities secure provided requisite connection litigation act plaintiffs actions transactions covered securities fifth circuit reversed concluding falsehoods bank holdings covered securities tangentially related fraud trigger litigation act held litigation act preclude plaintiffs class actions pp several factors support conclusion scope phrase misrepresentation omission material fact connection purchase sale covered security extend misrepresentations material decision one individuals fraudster purchase sell covered security first interpretation consistent act basic focus transactions covered uncovered securities second interpretation supported act language phrase material fact connection purchase sale suggests connection matters connection matters misrepresentation makes significant difference someone decision purchase sell covered security uncovered one something act expresses concern see matrixx initiatives siracusano connection matter someone making decision purchase sell covered security must party fraudster third securities cases found fraud connection purchase sale security litigation act section securities exchange act also uses connection phrase involved victims took tried take divested tried divest maintained ownership interest financial instruments fall within relevant statutory definition see merrill lynch pierce fenner smith dabit fourth reads litigation act light consistent language purpose underlying regulatory statutes securities exchange act securities act refer persons engaged securities transactions lead taking dissolving ownership positions make illegal deceive person basic purpose regulatory statutes protect investor confidence securities markets nothing statutes litigation act suggests object protect persons whose connection statutorily defined securities remote buying selling fifth broader interpretation necessary statutory connection interfere state efforts provide remedies victims ordinary frauds despite fact litigation act purposefully seeks avoid results maintaining legal authority matters primarily state concern see pp respondents government make two important unavailing counterarguments first point suggestions phrase connection given broad interpretation every case interpreted phrase cover fraud involved false statement like material another individual decision purchase ell statutorily defined security covered security dabit supra transaction behalf someone fraudster second government warns narrow interpretation curtail securities exchange commission enforcement powers securities exchange act uses connection purchase sale phrase contrary interpretation perfectly consistent past sec practice authority sec department justice extends securities traded national exchanges sec accordingly brought successful enforcement actions stanford associates based bank fraudulent sales certificates deposit products securities even covered securities neither government dissent pointed example prior sec enforcement action instant holding prevented sec bringing pp respondents complaints allege litigation act purposes misrepresentations omissions material fact connection purchase sale covered security allege misrepresentations bank ownership covered securities bank fraudster fraudster victim person transacting covered securities thus necessary connection materiality misstatements statutorily required purchase sale covered security addition district found one plaintiff acquired bank certificates proceeds sale covered securities plaintiffs allege sale covered securities constituted part fraudulent scheme stanford associates interested plaintiffs obtained funds purchase certificates thus sales incidental fraud pp affirmed breyer delivered opinion roberts scalia thomas ginsburg sotomayor kagan joined thomas filed concurring opinion kennedy filed dissenting opinion alito joined opinion notice opinion subject formal revision publication preliminary print reports readers requested notify reporter decisions washington typographical formal errors order corrections may made preliminary print goes press nos et al et al et al et al writs certiorari appeals fifth circuit february justice breyer delivered opinion securities litigation uniform standards act shall refer litigation act forbids bringing large securities class actions based upon violations state law says plaintiffs may maintain class action based upon statutory common law state plaintiffs allege misrepresentation omission material fact nection purchase sale covered security emphasis added act defines class actions involving members see defines covered security narrowly include securities traded national exchange irrelevant issued investment companies question us whether litigation act encompasses class action plaintiffs allege purchase uncovered securities certificates deposit traded national exchange defendants falsely told victims uncovered securities backed covered securities note plaintiffs allege defendants misrepresentations led anyone buy sell maintain positions covered securities circumstances conclude act apply light dissent characterization holding post opinion kennedy believe incorrect specify outset holding limit federal government authority prosecute frauds like one post federal government fact brought successful prosecutions fraudsters heart litigation see infra fail understand dissent repeated suggestions contrary post rather shall explain believe basic consequence holding without limiting federal government prosecution power significant way permit victims similar frauds recover damages state law see infra dissent approach ability relevant statutory framework four parts section underlying regulatory statute securities exchange act stat amended statutory provision forbids use employ ment manipulative deceptive device contrivance connection purchase sale security securities exchange commission rule similarly forbids use device scheme artifice defraud including making untrue statement material fact similar omi ssion connection purchase sale security cfr purposes provisions securities exchange act defines security broadly include things traded national exchanges also note stock treasury stock security future swap bond debenture certificate deposit security see also providing virtually identical definitions security securities act investment company act investment advisers act private right action read rule providing injured persons private right action sue damages suffered provisions violation see blue chip stamps manor drug stores scope private right action limited scope statutes upon based see stoneridge investment partners llc private right cover suits secondary actors role preparing disseminating stock issuer fraudulent financial statements central bank denver first interstate bank denver private right extend actions aiders abettors securities fraud blue chip stamps supra private right extends purchasers sellers holders securities private securities litigation reform act pslra stat law imposes procedural substantive limitations upon scope private right action available rule requires plaintiffs meet heightened pleading standards permits defendants obtain automatic stays discovery limits recoverable damages attorney fees creates new safe harbor statements see securities litigation uniform standards act stat said outset law forbids covered class action based upon statutory common law state private party alleging misrepresentation omission material fact connection purchase sale covered security defendant used employed manipulative deceptive device contrivance connection purchase sale covered security law defines covered security narrowly security satisfies standards covered security specified paragraph section securities act relevant paragraphs act define covered security security listed authorized listing national securities exchange though relevant security issued investment company litigation act also specifies covered security must listed authorized listing national exchange time alleged misrepresentation omission manipulative deceptive conduct occurred litigation act sets forth exceptions apply class actions fewer persons prospective class members apply actions brought behalf state apply class actions based law state issuer incorporated reserves authority state securities commissions investigate bring enforcement actions primarily interested litigation act phrase misrepresentation omission material fact connection purchase sale covered security unless phrase applies class actions us plaintiffs may maintain class actions may either federal state otherwise class actions precluded altogether see providing removal state federal class actions meet specifications paragraph dismissal suits district plaintiffs actions respondents say allen stanford several companies ran multibillion dollar ponzi scheme essentially stanford companies sold plaintiffs certificates deposit stanford international bank certificates debt assets promised fixed rate return roland green plaintiffs expected stanford international bank use money received buy highly lucrative assets instead stanford associates used money provided new investors repay old investors finance elaborate lifestyle finance speculative real estate ventures department justice brought related criminal charges allen stanford jury convicted stanford mail fraud wire fraud conspiracy commit money laundering obstruction securities exchange commission investigation stanford sentenced prison required forfeit billion sec noting bank certificates deposit fell within securities exchange act broad definition security filed civil case allen stanford stanford international bank related stanford companies associates sec civil action imposed civil penalty billion plaintiffs four civil class actions private investors bought bank certificates deposit two groups plaintiffs filed actions louisiana state firms individuals helped sell bank certificates working investment advisers affiliated stanford provided companies trust insurance accounting reporting services defendants included respondent sei investments company plaintiffs claimed defendants helped bank perpetrate fraud thereby violating louisiana state law two groups plaintiffs filed actions federal northern district texas one group sued willis colorado related willis companies bowen miclette britt two insurance brokers group sued proskauer rose chadbourne parke two law firms groups claimed defendants helped bank allen stanford perpetrate fraud conceal regulators thereby violating texas securities law louisiana defendants removed cases federal judicial panel litigation moved louisiana cases northern district texas single federal judge heard four class actions defendants cases moved dismiss complaints district concluded litigation act required dismissal recognized certificates deposit covered securities litigation act nationally listed regulated national exchange app pet cert complaint one way another alleged fraud included misrepresentations bank maintained significant holdings marketable securities issued stable governments strong multinational companies bank ownership covered securities made investments uncovered certificates secure concluded circumstance provided requisite statutory connection plaintiffs fraud claims transactions covered securities hence dismissed class actions litigation act see also four sets plaintiffs appealed fifth circuit reversed agreed district complaints described misrepresentations bank investments nationally traded securities still heart crux gravamen allegedly fraudulent scheme representing uncovered cds secure investment preferable investments many reasons held falsehoods bank holdings covered securities crux fraud trigger litigation act quoting madden cowen cds marketed vague references bank portfolio containing instruments might covered litigation act seems tangential schemes point complaints fall outside scope act defendants four class actions sought certiorari granted petitions ii question us concerns scope litigation act phrase misrepresentation omission material fact connection purchase sale covered security broad scope extend misrepresentations material purchase sale covered security view scope language extend put matter specifically fraudulent misrepresentation omission made connection purchase sale covered security unless material decision one individuals fraudster buy sell covered security add merrill lynch pierce fenner smith dabit held litigation act precluded suit plaintiffs alleged fraudulent manipulation stock prices material securities transactions also inducing plaintiffs hold stocks long beyond point truth known sold citing modify dabit reach interpretation litigation act several reasons first act focuses upon transactions covered securities upon transactions uncovered securities interpretation insists upon material connection transaction covered security consistent act basic focus second natural reading act language supports interpretation language requires dismissal class action private party alleges misrepresentation omission material fact engages forms deception relevant connection purchase sale covered security phrase material fact connection purchase sale suggests connection matters present purposes connection matters misrepresentation makes significant difference someone decision purchase sell covered security purchase sell uncovered security something act expresses concern see generally matrixx initiatives siracusano slip misrepresentation omission material reasonable investor considered information significant contemplating statutorily relevant investment decision someone making decision purchase sell must party fraudster party decides buy sell covered security result lie liar connection matters third prior case law supports interpretation far aware every securities case found fraud connection purchase sale security involved victims took tried take divested tried divest maintained ownership interest financial instruments fall within relevant statutory definition see dabit supra litigation act victims holders covered securities defendant fraud caused become overvalued sec zandford victims duped believing defendant assets stock market wharf holdings holdings victim purchased oral option buy company stock supra victims members investing public harmed defendant gain ing advantageous market position insider trading superintendent ins bankers life casualty victim injured investor fraud deprived compensation sale valuable block securities found case involving fraud connection purchase sale statutorily defined security victims fit one descriptions dissent apparently either although dissent characterizes approach new post tries describe several prior cases zanford dabit different way post escape fact every case cites involved victim took tried take maintained ownership position statutorily relevant securities purchases sales induced fraud zandford supra fraudster told customers invest money stock market made sales customer securities pocketed proceeds emphasis added dabit supra misrepresentations manipulative tactics caused plaintiffs hold onto overvalued securities also inducing third parties trade orlando joseph jett docket trader scheme greatly inflated reporting trading profits firm used determine amount capital permitted commit firm behalf emphasis added fourth read litigation act light consistent underlying regulatory statutes securities exchange act securities act regulatory statutes refer persons engaged securities transactions lead taking dissolving ownership positions make illegal deceive person section act example makes unlawful offer sell offer buy security unless registration statement filed security section act makes unlawful offer sale securities employ device scheme artifice defraud obtain money property means untrue statement material fact act makes unlawful use employ connection purchase sale security manipulative deceptive device contrivance language also purpose suggests statutory focus upon transactions involving statutorily relevant securities basic purpose regulatory statutes insure honest securities markets thereby promote investor confidence see pra nothing regulatory statutes suggests object protect persons whose connection statutorily defined securities remote words buy sell like indicate anything litigation act provide us reasons interpreting similar language broadly dissent correctly points federal securities laws another purpose beyond protecting investors namely also seek protect securities issuers well investment advisers accountants brokers help sell financial products abusive lawsuits post pslra litigation act enacted service goal imposing heightened pleading standards limiting damages suits claims pertained covered securities congress sought reduce frivolous suits mitigate legal costs firms investment professionals participate market nationally traded securities fail see however decision today undermines objective dissent worries approach subject many persons entities whose profession give advice counsel assistance investing securities markets complex costly litigation post contrary issuers investment advisers accountants today decision continue subject liability sell participate selling securities traded national exchanges concede means bank chartered antigua whose sole product debt instrument traded exchange able claim benefit preclusion litigation act difficult see federal securities laws concerned shielding entities lawsuits fifth interpret necessary statutory connection broadly interfere state efforts provide remedies victims ordinary frauds broader interpretation allow litigation act cover thereby prohibit lawsuit brought creditors small business falsely represented creditworthy part owns intends stock prohibit lawsuit brought homeowners mortgage broker lying interest rates mortgages say broker homeowners later sold mortgages bank securitized pool sold pieces covered securities brief sixteen law professors amici curiae dissent admits proposed rule whenever purchase sale securities including fraudster enables fraud litigation act suit post words time one person convinces another loan money pretending owns nationally traded securities acquire future action constitutes federal securities fraud subject federal enforcement also precluded litigation act qualifies covered class action involves members leaving aside whether work significant expansion scope liability federal securities laws unquestionably limit scope protection state laws seek provide remedies victims fraud text litigation act reflects congressional care avoid results numerous provisions purposefully maintains state legal authority especially matters primarily state concern see limiting preclusion lawsuits involving covered nationally traded securities providing securities commission state shall retain jurisdiction laws state investigate bring enforcement actions preserving authority bring suits kind forbidden private plaintiffs see also stat congress finds appropriate enact national standards securities class action lawsuits involving nationally traded securities preserving appropriate enforcement powers state securities regulators broad interpretation litigation act works concern cf zandford warning constru ing phrase connection broadly convert fraud happens involve securities violation wharf holdings recognizing ordinary state claims actions lie outside securities exchange act basic objectives respondents government make two important counterarguments respondents point statements made suggesting give phrase connection broad interpretation dabit example said consistently espoused broad interpretation connection context rule added litigation act language similarly warranted broad construction bankers life said deceptive practice touch es securities transaction meets connection requirement said fraud purchase sale security must simply coincide idea explained zandford phrase technically restrictively flexibly effectuate remedial purposes quoting affiliated ute citizens utah every one cases however concerned false statement like material another individual decision purchase ell statutorily defined security covered security dabit supra zandford supra wharf holdings supra supra bankers life supra relevant statements omissions material transaction relevant securities behalf someone fraudster second government points securities exchange act also uses phrase connection purchase sale security government warns narrow interpretation connection threatens similarly narrow interpretation limit sec enforcement capabilities see brief amicus curiae understand however interpretation significantly curtail sec enforcement powers far government explained matter interpretation seems perfectly consistent past sec practice one thing cast doubt sec ability bring enforcement actions stanford stanford international bank sec already done successfully repeatedly pointed term security covers wide range financial products beyond traded national exchanges apparently including bank certificates deposit issue cases one denies purposes material misrepresentations stanford associates made connection purchases certificates find surprising dissent worries decision narro constric essential protection national securities market post put frauds like one within reach federal regulation post news allen stanford sentenced years federal prison successful federal prosecution stanford international bank ordered pay billions federal fines frauds like one including fraud continue within reach federal regulation authority sec department justice extends securities traded national exchanges accord fraudster peddles uncovered security like cds federal government full scope usual powers act difference approach dissent also preserve ability investors obtain relief state laws fraud bears remote connection national securities market person actually believed taking ownership position market thus despite government dissent hand wringing neither able point example prior sec enforcement action brought past years holding today prevented sec bringing oral argument government referred administrative proceeding richard line docket best example examination report case however indicates defendant fraudster fraud victims loaned money expecting purchase securities behalf line represented investors invest assets various securities including treasury notes mutual fund shares collateralized debt obligations ibid fabricated account statements falsely recited securities purchased behalf certain investors government brief refers two proceedings demonstrating sec broad enforcement powers however involved defrauded investors tried take ownership interest relevant securities jett docket involving action defrauded trading firm decision purchase strips bonds stemmed directly activity constituted fraud waddy involving action broker appropriated use money paid customers securities purchases examined sec records without finding examples reasons dissent warning decision inhibit litigants using federal law police frauds undermine primacy federal law policing abuses securities markets rings hollow post dissent point one example federal securities action public private permissible past approach disallow future irony dissent position federal law precluded private recovery suits create private right action investors secondary actors aiders abettors securities fraud stoneridge investment partners central bank denver accord brief petitioners federal securities action petitioners clearly run afoul central bank stoneridge brief respondents brief amicus curiae iii respondents complaints specify claims rest upon purchases uncovered covered securities search allegations might bring allegations within scope litigation act reveals following first set texas plaintiffs alleged bought certificates deposit stanford international bank told cds issued sib safer even cds redeemed time given bank invested money bank money obtained certificate sale proceeds safe secure liquid assets app claimed stanford touted high quality sib investment portfolio falsehoods material decision purchase uncovered certificates second set texas plaintiffs contended purchased bank certificates belief money invested safe liquid investments alleged bank marketing materials stated devoted greater part assets first grade investment bonds aaa aa shares stock great reputation liquidity credibility emphasis deleted groups louisiana plaintiffs alleged induced purchase certificates based misrepresentations bank assets portfolio highly marketable securities issued stable governments strong multinational companies major international banks claimed sib invested important factor provide security sib clients statements allege litigation act purposes misrepresentations omissions material fact connection purchase sale covered security complaints allege misrepresentations bank ownership covered securities fraudulent assurances bank owned use victims money buy shares covered securities bank entity made misrepresentations bank fraudster fraudster victim bank person transacting refraining transacting see dabit covered securities consequently necessary connection materiality misstatements statutorily required purchase sale covered security see supra final point district found one plaintiffs acquired bank certificates proceeds selling covered securities contained ira portfolio app pet cert plaintiffs however allege sale covered securities used finance purchase certificates constituted part fraudulent scheme complaints allege stanford associates interested plaintiffs obtained funds needed purchase certificates thus agree appeals nlike bankers life zandford entirety fraud depended upon tortfeasor convincing victims fraudulent schemes sell covered securities order fraud accomplished allegations tied sale covered securities view like appeals sales constituted relevant part fraud rather incidental reasons appeals judgment affirmed ordered thomas concurring nos et al et al et al et al writs certiorari appeals fifth circuit february justice thomas concurring join opinion understanding misrepresentation material fact alleged case properly considered connection transactions covered securities said statutory phrase connection warrants broad interpretation merrill lynch pierce fenner smith dabit though broad reach fraud happens involve securities see sec zandford considered isolation however phrase essentially connections like relations nowhere maracich spears slip internal quotation marks omitted phrase thus provides little guidance without limiting principle consistent structure statute provisions ibid understand opinion resolves case applying limiting principle phrase connection consistent statutory framework design securities litigation uniform standards act slip also consistent precedents kennedy dissenting nos et al et al et al et al writs certiorari appeals fifth circuit february justice kennedy justice alito joins dissenting number investors purchased certificates deposit cds stanford international bank sib litigation accept premise allen stanford sib induced investors purchase cds fraudulent representations various state federal courts investors filed suits persons entities including attorneys accountants brokers investment advisers alleging participated enabled fraud defendants suits removed actions federal consolidated suits defendants contended suits precluded terms securities litigation uniform standards act slusa act investors prevailed appeals respondents persons entities defendants actions petitioners investors contend suits precluded slusa petitioners contend suits precluded purposes determining slusa reach agree cd purchases without transactions regulated act cds covered securities result determining whether act must invoked circumstance must considered investors purchased cds based misrepresentations cds backed investments among assets covered securities must resolved determine whether act precludes suits issue whether misrepresentations regarding covered securities ensuing failure invest securities related purchase cds misrepresentations misrepresentation omission material fact connection purchase sale covered security opinion seems fair say adopts beginning framework quite correct correct view litigation fraud type scale perhaps yet addressed precedents respect applicability federal securities laws premise dissent simple frauds addressed precedents find fraud connection purchase sale applicable cases immediate cause loss victim fraud simply purchase sale rather fraud depended purchase sale securities promise submitted litigation come differently simply fraud widespread many investors misled misrepresentations respecting investments promised investments regulated securities markets necessary caution holding otherwise adopts new approach approach departs rules established earlier albeit simpler cases consequence today decision serious degree narrows constricts essential protection national securities markets protection vital strength result lessened confidence market force instability otherwise countered proper interpretation federal securities laws regulations though reasons supporting opinion set forth care clarity respectful dissent submits established principles support holding must determined whether misrepresentations investors misrepresentations led buy cds belief rely expertise sophistication stanford sib national securities markets misrepresentation omission material fact connection purchase sale covered security central provision slusa purposes litigation precedents instruct language broad application must construed flexibly order encompass new ever ingenious fraudulent schemes merrill lynch pierce fenner smith dabit sec zandford held material misrepresentation made connection purchase sale security fraud coincided sales purchases zandford supra significant language must apply order implement two congress purposes passing slusa first slusa seeks preclude broad range statelaw securities claims order protect advise counsel otherwise assist investors abusive multiplicitous class actions designed extract settlements defendants vulnerable litigation costs turn protects integrity markets second even act cuts back availability securities claims fair interpretation language ensures robust federal regulation national securities markets designing slusa congress imported key phrase securities exchange act securities exchange commission sec rule provide private cause action well sec enforcement authority securities fraud dabit result language must slusa contexts narrow interpretation act language inhibit sec litigants using federal law police frauds abuses undermine confidence national securities markets throughout country subject many persons entities whose profession give advice counsel assistance investing securities markets complex costly litigation based allegations aiding participating transactions fact regulated federal securities laws congress enacted slusa predecessor private securities litigation reform act reform perceived abuses vehicle litigation involving nationally traded securities dabit congress found abuses used injure entire economy ibid act predecessor together addressed problems limiting damages imposing heightened pleading standards relevant precluding claims involving nationally traded securities stat see pp pp light act objectives act must given broad construction narrow reading statute undercut effectiveness congress reforms dabit supra today decision heed principle narrow reading statute permit proliferation class actions forcing defendants defend multiple suits various state fora litigation drive legal costs market participants secondary actors lawyers accountants brokers advisers seek rely stability results national securities market regulated federal law see central bank denver first interstate bank denver serious burden put attorneys accountants brokers investment advisers nationwide burden make national securities markets costly difficult enter purpose act preclude suits permitting claims congress intended prohibit undermine primacy federal law policing abuses securities markets casts rule allowing victims recover secondary actors state law able recover federal law due central bank ante dabit unanimous rejected conception slusa claim available plaintiffs dabit blue chip stamps manor drug stores limited rule private right action purchasers sellers holders second circuit held slusa class action claims brought plaintiffs private remedy federal law held opposite concluding slusa holder claims odd say least reasoned slusa exempted particularly troublesome subset class actions sweep dabit also noted slusa preclusion leave victims ability recover damages state law ante rather simply denies plaintiffs right use device vindicate certain claims dabit precluded suit issue order effect purpose blue chip following opposite course today revisits dabit logic undermines central bank congress intended make federal law state law principal vehicle asserting securities fraud claims dabit supra broad construction connection language found slusa rule ensures efficient effective federal regulatory regime one equal task deterring punishing fraud providing compensation victims undertaking regulation national markets great depression congress sought eliminate abuses found contributed stock market crash depression sec capital gains research bureau requires little appreciation happened country realize essential highest ethical standards prevail every facet securities industry quoting silver new york stock exchange securities exchange act congress sought achieve high standard business ethics securities ing philosophy full disclosure philosophy caveat emptor affiliated ute citizens utah end congress enacted insure honest securities markets thereby promote investor confidence investor confidence indicates fair dealing integrity markets see dabit supra supra see also central bank supra also critical achieving efficient market corollary principle insider trading frauds inhibiting impact market participation investor confidence strong federal regulation prevent abuses inspires participation market see supra widespread market participation turn facilitates efficient allocation capital nation companies see also central bank supra mindful ends slusa rule precedents interpret key phrase laws mean misrepresentation omission material fact made connection purchase sale security fraud coincided sales purchases zandford see also dabit supra litigation similar zandford satisfies coincides test sets forth similar reasons zandford sec brought civil action broker period time gained control investment account sold securities pocketed proceeds broker argued sales perfectly lawful misappropriation proceeds though properly viewed requisite connection sales rejected argument although transactions lawful separate misappropriations two independent events ibid rather fraud coincided sales part sales ed fraud ibid likened broker fraud superintendent ins bankers life casualty fraud victims misled believe receive proceeds sale securities zandford like victims bankers life victims zandford injured investors broker deceptions hey duped believing broker invest assets stock market transactions made behalf benefit suffered losses victims dishonest intermediaries fiduciaries see also richard line docket broker induced parents transfer funds invest securities temporarily hide college financial aid application process failed return money violated rule zandford victims parted money based fraudster promise invest behalf purchases sales securities markets investors led believe advantages stanford sib expertise investments national market zandford success fraud turned promise trade regulated securities according complaints sib represented plaintiffs money behalf portfolio highly marketable securities issued stable national governments strong multinational companies major international banks ensure safe liquid return see app misrepresentation nationally traded securities lent credence sib promise cds liquid investment redeemed days notice see cds sib explained backed nationally traded securities result according complaints misrepresentation material fraud succeeded without misrepresentation investors gave sib money expected invested national securities markets connection promised purchases misrepresentation direct zandford misrepresentation essential fraud zandford fraud complete representation securities transactions became untrue stanford intended along instead purchasing covered securities sib purchased fewer covered securities promised portfolio according affidavit attached complaint primarily speculated caribbean real estate brief respondents app see tr oral arg suggesting sib purchase securities sib rendered cds illiquid failing make substantial investments nationally traded securities promised fraud consummated point sib blocked plaintiffs access market fraud sib failure purchase promised independent events rather false promises invest covered securities enabled furthered cd fraud without false promise money purchase covered securities facts controlling precedents instruct misrepresentations made purchase sale regulated securities result claims concerning precluded dabit provides support conclusion held investment bank deceived brokers advising clients hold covered securities made misrepresentations connection purchase sale covered security precedents explained enough fraud alleged securities transaction whether plaintiff someone else matter plaintiffs purchase sell securities participants national markets requisite showing words connection purchase sale security deception identifiable purchaser seller ibid quoting like reasons matter fraud victims opposed stanford sib ones fail invest market essence fraud induce purchase cds false promise investors rely sib special skills expertise making market investments covered securities behalf promises related covered securities integral fraud direct way federal regulation necessary confidence market maintained interest stake confidence ability act investor without diversion funds intermediaries insiders critical matter victim fraud purchase sell security dabit supra sale purchase occur time deception bankers life party actual transaction deceived fraud supra misrepresentation nothing value covered security zandford investor confidence market willingness participate may severely undermined frauds like one within reach federal regulation frauds like one undermine investor confidence attorneys accountants brokers investment advisers intermediaries investors depend gain access market frauds widespread one market whole weakened investors including sophisticated ones misled amount funds committed market consequent stability resilience rule slusa applies misrepresentation market coincident fraud essential framework act federal securities regulation fraudulent practices vary legitimate purposes may turned illegitimate fraudulent means bankers life supra key language construed technically restrictively flexibly effectuate remedial purposes zandford supra internal quotation marks omitted see affiliated ute language merits broad interpretation part residuary provision must able accommodate evolving methods fraud intermediaries insiders ever complicated securities markets central bank interpretation privilege fraudsters devise ever devious methods committing fraud involving covered securities time submitted interpretation broad convert every fraud happens involve securities violation preclude state tort claims involve securities tangential way zandford supra example statutory language extend cover thief steals money store buy securities fraudster defrauds bank loan uses buy securities see supra victims cases concerned ability act investors rather duties store clerk loan officer frauds involve securities transactions happenstance result interpretation submitted dissent strikes balance congress intended forbidding frauds intermediaries market without reaching frauds touch markets tangential ways key question whether misrepresentation coincides purchase sale covered security purchase sale securities enables fraud stanford misrepresentation stanford promised purchase covered securities investors using special expertise thus allowing investors rely skill participate national securities markets entire scheme rested investors falling trick covered securities integral fraud false promise incident purchase sale regulated securities coincides misrepresentation respecting national securities enabled fraud interprets phrase misrepresentation omission material fact connection purchase sale covered security key phrase slusa rule different manner result submitted inconsistent statutory scheme congress enacted casts doubt applicability federal securities law cases serious securities fraud construes text slusa rule require misrepresentation material decision one individuals fraudster buy sell security ante act simply say purchase sale promise make purchase sale must one fraudster rather act must misrepresentation omission material fact connection purchase sale covered see cfr requiring untrue statement material fact connection purchase sale security narrows statute congress wrote two ways excises important connection language resulting confined reading inconsistent act purpose structure operation requiring purchase sale made someone fraudster inserts limiting phrase nowhere appears language provisions litigation like new rule upside violation adversely affects securities market done fraudster reason applying federal law case congress limited coverage certain subset purchasers congress enacted limit two subsections later slusa detailing actions precluded see ii purchase sale securities issuer affiliate issuer exclusively holders equity securities issuer provision issue reconstruction language provisions also casts doubt applicability federal securities law three established instances federal securities fraud one instance preclusion act adjudged sec earlier cases first interpretation necessarily suggests zandford incorrect dishonest brokers need fear rule liability deceit zandford broker act victim fiduciary fact planned selling sell investor securities benefit see also line docket broker deceit false promise buy rule liability must rest finding someone fraudster purchased sold securities inconsistent zandford recipient misrepresentation buy sell opinion disregards hazards market fraudster one acting market frustrates investment objectives victims second interpretation difficult reconcile liability insider trading held connection element satisfied fiduciary fraud consummated fiduciary gains confidential information without disclosure principal uses information purchase sell securities even though person entity defrauded party trade requirement someone fraudster purchase sell security hard square third interpretation difficult square sec position orlando joseph jett docket sec held liable trader fabricated complex trades supplement returns real trades increase standing company sec likened jett securities fraud cases investment adviser engages unsuccessful securities trades client hides losses inflates profits sending false account statements decision today require jett misrepresentation led purchase sale securities someone jett sec found jett purchases sales sufficient come within securities laws finally analysis inconsistent unanimous opinion dabit interpreted statutory language issue litigation dabit squarely rejected view alleged fraud connection purchase sale securities plaintiff defrauded purchasing selling particular securities instead approved sec interpretation broker customer securities intent misappropriate satisfies connection purchase sale requirement dabit reconciled today decision require someone fraudster buy sell security correct case precisely standing proposition victim take ownership position however supports view clearly insider trading cases person entity defrauded party trade zandford fraudster told customers invest money securities sold securities fraudster told plaintiffs money securities bought different securities app difference fraudster sold bought federal regulation turn whether fraudster arrives investor makes first purchase ii interpretation also introduces confusion securities law defining means someone fraudster buy sell security rule derives view precedents involve victims ownership interest securities ante precedents cites involve parties called direct ownership victim buys sells entire equity using term ownership interest instead ownership also appears accept respondents concession indirect ownership victim buys sells shares defendant fund owns equities sufficient certain circumstances victim interest defendant supposed portfolio brief respondents ownership rule distinguishing different types indirect ownership unworkable indirect ownership common type investment see fink rise mutual funds mutual funds million american shareholders trillion assets yet whether indirect ownership involves interest underlying equities complex question corporation llc partnership law see bernard madoff inv securities llc congress likely intend preclusion suits depend complexities delaware code ownership approach also casts doubt scope rule interpretation applies fraudulent mutual hedge funds funds invest securities investments funds securities investments securities ribstein keatinge limited liability companies discussing test security sec howey bloomenthal wolff securities law handbook seems envision liability investment confers ownership interest fund securities general rule investments funds organized llps llcs convey claims ribstein keatinge supra see herald result important instances rule may extend mutual hedge funds interpretation true sec pursued fraudster success cds securities see order denying motion dismiss sec stanford international bank nd pp aspect stanford fraud necessary feature frauds involving funds similar sib iii fraudster litigation misrepresented purchase nationally traded securities misrepresentation made connection purchase sale promised securities coincided fraud turned misrepresentation contrary interpretation excises phrase connection act phrase earlier cases held require broad flexible meaning time holding purchase sale securities made someone fraudster engrafts limitation appear text result constrict application federal securities regulation instances dishonest brokers insider traders lying employees purchase sell securities promise part fraud today decision introduces confusion enforcement securities laws reasons submitted judgment appeals reversed footnotes together willis colorado et al troice et proskauer rose llp troice et also certiorari