musick
peeler
garrett
employers
argued
march
decided
june
respondents
insured
named
defendants
suit
inter
alia
based
implied
private
right
action
securities
exchange
act
rule
securities
exchange
commission
action
eventually
settled
parties
funding
million
settlement
respondents
brought
lawsuit
seeking
contribution
petitioners
attorneys
accountants
involved
stock
offering
prompted
action
district
appeals
consistent
binding
circuit
precedent
recognized
respondents
right
seek
contribution
liability
shortly
latter
ruled
respondents
favor
however
appeals
eighth
circuit
held
implied
cause
action
contribution
action
held
defendants
action
right
seek
contribution
matter
federal
law
pp
federal
courts
authority
imply
right
contribution
action
northwest
airlines
transport
workers
texas
industries
radcliff
materials
precedents
based
distinguished
action
created
congress
implied
judiciary
courts
implied
underlying
liability
first
place
unfair
damages
assessed
courts
disavow
authority
allocate
liability
theory
congress
addressed
issue
directly
congress
recognized
judicial
authority
shape
within
limits
cause
action
enacting
insider
trading
securities
fraud
enforcement
act
statute
respecting
limitations
periods
included
provisions
acknowledging
action
without
expressing
intent
define
congress
left
task
courts
pp
right
contribution
within
contours
action
order
ensure
rules
established
govern
actions
symmetrical
consistent
act
overall
structure
objectives
must
attempt
infer
congress
addressed
issue
contribution
included
private
right
action
express
provision
act
see
lampf
pleva
lipkind
prupis
petigrow
gilbertson
two
sections
act
containing
express
private
rights
action
close
structure
purpose
intent
action
explicitly
provides
right
contribution
see
consistency
coherence
therefore
require
like
contribution
rule
adopted
actions
moreover
evidence
rule
impede
purposes
action
years
since
federal
courts
first
recognized
right
contribution
defendants
showing
right
detracts
effectiveness
implied
action
interferes
effective
operation
securities
laws
pp
kennedy
delivered
opinion
rehnquist
white
stevens
scalia
souter
joined
thomas
filed
dissenting
opinion
blackmun
joined
post
charles
bird
argued
cause
petitioners
brief
robert
steiner
alvin
stein
mark
schlesinger
theodore
olson
argued
cause
respondents
lawrence
nagler
nanci
murdock
robert
zabb
darrin
meyer
filed
brief
respondents
employers
insurance
wausau
et
al
andrew
pincus
kenneth
geller
william
reifman
michael
vatis
leonard
novello
richard
miller
dean
ringel
filed
brief
respondents
peat
marwick
main
et
al
robert
long
argued
cause
securities
exchange
commission
amicus
curiae
urging
affirmance
brief
acting
solicitor
general
bryson
deputy
solicitor
general
mahoney
michael
dreeben
paul
gonson
jacob
stillman
eric
summergrad
judith
starr
paul
bennett
david
gold
william
lerach
kevin
roddy
filed
brief
national
association
securities
commercial
law
attorneys
amicus
curiae
urging
reversal
briefs
amici
curiae
urging
affirmance
filed
american
institute
certified
public
accountants
louis
craco
russell
ryan
first
boston
corporation
et
al
stuart
baskin
thomas
martin
securities
industry
association
barbara
moses
sam
scott
miller
barry
augenbraun
william
fitzpatrick
justice
kennedy
delivered
opinion
joint
responsibility
tortious
conduct
question
often
arises
whether
compensate
injured
party
may
seek
contribution
joint
tortfeasors
paid
damages
paid
less
fair
share
case
must
determine
whether
defendants
suit
based
implied
private
right
action
securities
exchange
act
rule
securities
exchange
commission
action
may
seek
contribution
joint
tortfeasors
without
addressing
merits
claim
contribution
case
hold
defendants
action
right
seek
contribution
matter
federal
law
cousins
home
furnishings
made
public
offering
stock
december
stock
purchasers
later
brought
class
action
cousins
parent
company
various
officers
directors
cousins
two
lead
underwriters
plaintiffs
alleged
stock
offering
misleading
material
respects
violation
securities
act
act
stat
securities
exchange
act
act
stat
certain
state
laws
named
defendants
settled
plaintiffs
million
respondents
insured
named
defendants
funded
million
settlement
subrogated
rights
insureds
respondents
brought
lawsuit
seeking
contribution
petitioners
attorneys
accountants
involved
public
offering
respondents
complaint
alleged
professionals
joint
responsibility
securities
violations
liable
contribution
various
theories
including
right
contribution
based
action
central
complaint
original
class
suit
proceedings
district
southern
district
california
appeals
ninth
circuit
parties
disputed
principles
determining
whether
insureds
paid
fair
share
liability
class
settlement
scant
attention
paid
underlying
issue
whether
liability
action
accompanied
right
contribution
lack
attention
understandable
existence
right
contribution
well
established
ninth
circuit
smith
mulvaney
well
number
circuits
jiffy
lube
securities
litigation
sirota
solitron
devices
cert
denied
huddleston
herman
maclean
aff
part
rev
part
grounds
heizer
ross
three
months
appeals
ruled
favor
respondents
appeals
eighth
circuit
created
conflict
basic
issue
whether
defendants
action
right
contribution
light
decisions
contribution
areas
federal
law
eighth
circuit
ruled
implied
cause
action
contribution
action
chutich
touche
ross
petitioners
requested
resolve
conflict
among
circuits
granted
petition
writ
certiorari
sole
question
presented
whether
federal
courts
may
imply
private
right
contribution
section
securities
exchange
act
rule
securities
exchange
commission
pet
cert
ii
requests
recognize
right
contribution
defendants
liable
federal
law
unfamiliar
twice
declined
recognize
action
contribution
federal
laws
outside
arena
securities
regulation
northwest
airlines
transport
workers
held
employer
right
contribution
unions
alleged
joint
participants
employer
violations
equal
pay
act
title
vii
civil
rights
act
later
term
texas
industries
radcliff
materials
determined
right
contribution
recovery
based
violation
sherman
act
hand
endorsed
nonstatutory
right
contribution
among
joint
tortfeasors
responsible
injuring
longshoreman
cooper
stevedoring
fritz
kopke
careful
note
cooper
stand
proposition
general
right
contribution
federal
law
northwest
airlines
supra
indeed
rule
announced
cooper
represented
exercise
authority
provide
equitable
remedies
cases
within
admiralty
jurisdiction
jurisdiction
federal
courts
historic
responsibility
elaboration
legal
doctrine
see
reliable
transfer
purposes
therefore
cooper
less
instructive
decisions
texas
industries
northwest
airlines
instruction
receive
latter
two
cases
distinguishable
rather
parallel
matter
us
federal
interests
texas
industries
northwest
airlines
defined
statutory
provisions
express
creating
substantive
damages
liability
contribution
sought
recognizing
applicable
statutes
implicate
uniquely
federal
interests
kind
oblige
courts
formulate
federal
common
law
texas
industries
asked
whether
congress
expressly
clear
implication
envisioned
contribution
right
accompany
substantive
damages
right
created
failing
whether
congress
intended
courts
power
alter
supplement
remedies
enacted
see
also
northwest
airlines
supra
inquiries
helpful
present
context
private
right
action
rule
implied
judiciary
theory
courts
recognize
private
remedies
supplement
federal
statutory
duties
theory
congress
given
unequivocal
direction
courts
blue
chip
stamps
manor
drug
stores
thus
futile
ask
whether
congress
also
displayed
clear
intent
create
contribution
right
collateral
remedy
see
franklin
gwinnett
county
public
schools
scalia
concurring
texas
industries
northwest
airlines
controlling
petitioners
tell
us
precedents
cases
based
control
authorities
caution
creation
new
causes
action
universities
research
coutu
transamerica
mortgage
advisors
lewis
touche
ross
redington
teach
creation
new
rights
left
legislatures
courts
petitioners
remind
us
whether
right
tortfeasor
seek
contribution
share
share
joint
liability
recognized
statute
see
ann
west
supp
ann
matter
common
law
see
goldman
davis
broad
street
garage
instances
right
thought
separate
independent
cause
action
cf
northwest
airlines
supra
restatement
second
torts
argument
like
argument
based
texas
industries
northwest
airlines
much
force
duty
created
one
governing
conduct
subject
liability
express
remedial
provision
fashioned
congress
one
governing
conduct
already
subject
liability
private
suit
however
present
state
jurisprudence
consider
parties
contribution
sought
definition
persons
entities
alleged
violated
existing
securities
laws
share
joint
liability
wrong
remedial
scheme
established
federal
courts
even
though
asked
recognize
cause
action
supports
suit
parties
duty
duty
contribute
committed
wrong
courts
already
deemed
actionable
federal
law
violation
securities
laws
gives
rise
private
cause
action
question
us
ancillary
one
damages
shared
among
persons
entities
already
subject
liability
implied
underlying
liability
first
place
disavow
authority
allocate
theory
congress
addressed
issue
unfair
damages
assessed
must
confront
law
current
form
federal
courts
accepted
exercised
principal
responsibility
continuing
elaboration
scope
right
definition
duties
imposes
recognized
case
arising
act
legal
structure
private
statutory
rights
developed
without
clear
indications
congressional
intent
federal
limited
power
define
contours
structure
virginia
bankshares
sandberg
proposition
unanimous
see
ibid
souter
joined
rehnquist
white
scalia
jj
kennedy
joined
marshall
blackmun
stevens
concurring
part
dissenting
part
implied
cause
action
well
accepted
cases
become
established
part
securities
laws
enforce
meaningful
remedy
unless
eliminate
altogether
see
also
blue
chip
stamps
supra
recognizing
authority
federal
courts
define
contours
private
cause
action
rule
flesh
portions
law
respect
neither
congressional
enactment
administrative
regulations
offer
conclusive
guidance
alone
recognizing
judicial
authority
shape
within
limits
cause
action
existence
action
cumulative
work
design
obvious
legislative
considerations
enactment
two
recent
federal
statutes
first
insider
trading
securities
fraud
enforcement
act
stat
added
insider
trading
prohibition
act
see
section
othing
section
shall
construed
limit
condition
availability
cause
action
implied
provision
title
second
statute
recent
congressional
enactment
respecting
limitations
periods
actions
following
resolution
two
terms
ago
difficult
statute
limitations
issue
suits
see
lampf
pleva
lipkind
prupis
petigrow
gilbertson
congress
intervened
limiting
retroactive
effect
decision
caution
intervention
instructive
approach
parallel
one
adopted
insider
trading
statute
congress
direct
applicable
limitation
period
private
civil
action
implied
section
title
act
commenced
june
day
prior
issuance
lampf
pleva
supp
iii
infer
references
acknowledgment
action
without
expression
legislative
intent
define
see
herman
maclean
huddleston
merrill
lynch
pierce
fenner
smith
curran
indeed
latter
statute
treats
action
accepted
feature
securities
laws
avoids
entangling
congress
formulation
task
appear
congress
left
us
iii
turn
question
whether
right
contribution
within
contours
action
parties
devoted
considerable
portions
briefs
debating
whether
rule
contribution
contribution
efficient
equitable
declined
rule
matters
texas
industries
northwest
airlines
decline
task
assess
relative
merits
competing
rules
rather
attempt
infer
congress
addressed
issue
action
included
express
provision
act
see
lampf
pleva
supra
ernst
ernst
hochfelder
exercise
historical
reconstruction
sake
ensure
rules
established
govern
action
symmetrical
consistent
overall
structure
act
particular
portions
act
analogous
private
right
action
judicial
creation
although
narrowed
discretion
regard
years
goals
establishing
limits
action
remained
ensure
action
conflict
congress
express
rights
action
promote
clarity
consistency
coherence
rely
upon
subject
liability
cf
blue
chip
stamps
effect
congress
objectives
enacting
securities
laws
santa
fe
industries
green
inquiring
given
congress
might
done
though
promising
venture
general
proposition
case
yield
answer
find
convincing
true
initial
step
drawing
inference
congressional
intent
language
ernst
ernst
supra
yields
answer
text
provides
little
guidance
asked
specify
elements
aspects
apparatus
unique
private
liability
arrangement
including
statute
limitations
lampf
pleva
supra
reliance
requirement
basic
levinson
defense
liability
bateman
eichler
hill
richards
berner
right
contribution
made
attempt
define
precise
contours
private
cause
action
congress
occasion
address
limit
compute
allocate
liability
arising
however
two
sections
act
noted
close
structure
purpose
intent
action
lampf
pleva
supra
see
also
basic
supra
bateman
eichler
supra
ernst
ernst
supra
confers
explicit
right
action
favor
private
parties
discloses
congressional
intent
regarding
definition
apportionment
liability
among
private
parties
two
distinct
reasons
express
causes
action
particular
significance
determining
congress
resolved
question
contribution
provided
private
cause
action
first
instructive
target
precise
dangers
focus
lampf
pleva
supra
intent
motivating
three
sections
deter
fraud
manipulative
practices
securities
markets
ensure
full
disclosure
information
material
investment
decisions
randall
loftsgaarden
second
eight
express
liability
provisions
contained
acts
impose
liability
upon
defendants
stand
position
similar
defendants
sake
assessing
whether
entitled
contribution
three
causes
action
impose
direct
liability
defendants
acts
opposed
derivative
liability
acts
others
three
involve
defendants
violated
securities
law
scienter
ernst
ernst
supra
three
operate
many
instances
impose
liability
multiple
defendants
acting
concert
loss
securities
regulation
ed
three
based
securities
provisions
enacted
law
congress
acts
six
express
liability
provisions
hand
stand
marked
contrast
implied
remedy
act
act
impose
derivative
liability
act
act
require
scienter
instances
see
ernst
ernst
supra
kern
county
land
occidental
petroleum
act
act
often
create
joint
defendant
liability
see
pinter
dahl
kern
county
supra
act
original
liability
provision
act
added
securities
laws
see
lampf
pleva
sections
contain
nearly
identical
express
provisions
right
contribution
permitting
defendant
recover
contribution
cases
contract
person
joined
original
suit
liable
make
payment
provisions
time
course
tort
law
century
reverse
old
rule
contribution
movement
confined
large
part
actions
negligence
harper
james
gray
law
torts
ed
express
contribution
provisions
still
cited
important
precedents
permit
contribution
intentional
torts
see
id
ruder
multiple
defendants
securities
law
fraud
cases
think
explicit
provisions
contribution
important
inconsequential
feature
federal
securities
laws
consistency
requires
us
adopt
like
contribution
rule
right
action
existing
rule
given
identity
purpose
behind
similarity
operation
find
ground
ruling
allowing
contribution
actions
frustrate
purposes
statutory
section
derived
conclusion
consistent
rule
adopted
vast
majority
courts
appeals
district
courts
considered
question
see
jiffy
lube
securities
litigation
smith
mulvaney
sirota
solitron
devices
huddleston
herman
maclean
heizer
ross
national
student
marketing
litigation
dc
investment
club
kleinert
ed
globus
law
research
service
sdny
aff
per
curiam
cert
denied
consider
particular
importance
years
since
right
contribution
first
recognized
defendants
dehass
empire
petroleum
aff
part
vacated
part
grounds
neither
securities
exchange
commission
federal
courts
suggested
contribution
right
detracts
effectiveness
implied
action
interferes
effective
operation
securities
laws
see
brief
securities
exchange
commission
amicus
curiae
absent
showing
implied
liability
structure
act
whole
frustrated
finding
right
contribution
paralleling
right
contribution
analogous
express
liability
provisions
task
complete
resolution
clear
charged
liability
action
right
contribution
parties
joint
responsibility
violation
iv
judgment
appeals
affirmed
ordered
justice
thomas
justice
blackmun
justice
join
dissenting
recognizing
private
right
contribution
securities
exchange
act
securities
exchange
commission
sec
rule
unfortunately
nourishes
judicial
oak
grown
little
legislative
acorn
blue
chip
stamps
manor
drug
stores
respectfully
dissent
decision
cultivate
new
branch
rule
law
agree
description
mission
attempt
infer
congress
addressed
issue
action
included
express
provision
act
ante
however
disagree
chosen
method
pursuing
difficult
quest
words
rule
scarcely
suggest
either
congress
securities
exchange
commission
foreordained
existence
private
action
blue
chip
stamps
despite
conceded
inability
divine
language
express
intent
congress
acquiesced
lower
courts
consensus
implied
right
action
existed
rule
superintendent
ins
bankers
life
casualty
affiliated
ute
citizens
utah
see
kardon
national
gypsum
ed
acquiescence
entirely
consistent
case
borak
may
suggested
relatively
permissive
approach
recognition
implied
rights
action
blue
chip
stamps
supra
although
later
decline
read
borak
broadly
virtually
every
provision
securities
acts
gives
rise
implied
private
cause
action
touche
ross
redington
never
repudiated
action
cause
reconsider
whether
action
recognized
summarizing
rationale
made
attempt
define
precise
contours
private
cause
action
congress
occasion
address
limit
compute
allocate
liability
arising
ante
though
statement
adequate
description
came
infer
private
right
action
adequate
defense
reasoning
unlike
majority
assume
courts
accord
different
treatment
implied
rights
action
whose
recognition
may
influenced
borak
particular
private
cause
action
may
emerged
weaken
vigilance
subsequent
interpretation
application
action
inquiries
statutory
text
congressional
intent
legislative
purpose
remain
intact
consistently
declined
recognize
implied
private
cause
action
antifraud
provisions
securities
exchange
act
unnecessary
ensure
fulfillment
congress
purposes
adopting
act
santa
fe
industries
green
quoting
piper
industries
accordingly
action
must
judicially
delimited
one
way
another
unless
congress
addresses
question
blue
chip
stamps
supra
absence
compelling
reason
allow
contribution
private
suits
seek
keep
breadth
action
grow
ing
beyond
scope
congressionally
intended
virginia
bankshares
sandberg
abandonment
restrained
approach
implied
remedies
stems
mistaken
assumption
right
contribution
mere
elemen
aspec
rule
private
liability
apparatus
ante
unlike
statute
limitations
reliance
requirement
defense
liability
however
contribution
requires
wholly
separate
cause
action
case
require
us
define
elements
claim
clarify
essential
aspect
liability
scheme
rather
asked
determine
whether
defendant
enjoys
distinct
right
recover
joint
tortfeasor
recent
decision
established
limitations
period
actions
lampf
pleva
lipkind
prupis
petigrow
gilbertson
illustrates
difference
find
decisive
limitations
period
almost
indispensable
scheme
civil
liability
even
federal
law
prescribes
express
statute
limitations
ordinarily
assume
congress
intended
time
limit
delcostello
teamsters
rather
borrow
suitable
statute
rule
timeliness
source
ibid
contribution
contrast
generally
unavailable
common
law
see
union
stock
yards
omaha
chicago
jurisdictions
seen
fit
provide
contribution
usually
done
resort
legislation
northwest
airlines
transport
workers
texas
industries
radcliff
materials
recognizes
implied
right
contribution
must
endorse
remedy
contrary
common
law
perhaps
even
legislative
policy
relevant
jurisdiction
lampf
pleva
like
cases
thus
offer
scant
guidance
question
whether
right
contribution
appropriate
incident
action
whether
congressional
intent
federal
common
law
justifies
expansion
class
entitled
enforce
rule
private
lawsuits
conducting
inquiry
safely
rely
congress
design
distinct
statutory
provisions
indeed
inappropriate
extension
liability
nullify
effectiveness
carefully
drawn
express
actions
congress
provided
sections
act
ernst
ernst
hochfelder
however
proper
may
examine
related
portions
act
fleshing
details
core
action
see
lampf
pleva
scalia
concurring
part
concurring
judgment
errs
placing
dispositive
weight
existence
contribution
rights
act
see
ante
proper
analysis
flows
approach
implied
causes
action
general
implied
rights
contribution
particular
deciding
whether
statute
confers
private
right
action
ask
whether
congress
either
expressly
implication
intended
create
remedy
touche
ross
transamerica
mortgage
advisors
lewis
congress
expressly
create
contribution
remedy
may
infer
congress
nevertheless
intended
clear
implication
confer
right
contribution
texas
industries
supra
northwest
airlines
supra
exercise
power
craft
federal
common
law
federal
courts
may
also
fashion
right
contribution
texas
industries
supra
northwest
airlines
supra
application
familiar
analytical
framework
compels
conclude
right
contribution
rule
respect
fashioning
common
law
right
contribution
readily
correctly
concludes
right
contribution
recognized
cooper
stevedoring
fritz
kopke
bearing
availability
contribution
elaborate
federal
statutory
scheme
governing
purchases
sales
securities
ante
see
also
texas
industries
supra
northwest
airlines
supra
case
therefore
depends
exclusively
interpretation
rule
ii
starting
point
every
case
involving
construction
statute
language
ernst
ernst
supra
quoting
blue
chip
stamps
powell
concurring
nothing
words
rule
suggests
joint
tortfeasors
enjoy
right
contribution
section
makes
unlawful
person
use
employ
connection
purchase
sale
security
registered
national
securities
exchange
security
registered
manipulative
deceptive
device
contrivance
contravention
rules
regulations
commission
may
prescribe
necessary
appropriate
public
interest
protection
investors
shall
unlawful
person
employ
device
scheme
artifice
defraud
make
untrue
statement
material
fact
omit
state
material
fact
necessary
order
make
statements
made
light
circumstances
made
misleading
engage
act
practice
course
business
operates
operate
fraud
deceit
upon
person
connection
purchase
sale
security
cfr
underlying
structure
act
statutory
scheme
also
negates
existence
contribution
action
northwest
airlines
notes
presence
express
contribution
rights
act
misconstrues
significance
provisions
see
ante
ability
legislate
express
contribution
remedies
act
applies
less
force
congress
wished
provide
contribution
remedy
little
trouble
expressly
blue
chip
stamps
supra
congress
lacked
opportunities
modify
action
within
last
five
years
congress
preserved
altered
action
amendments
act
compare
insider
trading
securities
fraud
enforcement
act
stat
stating
nothing
new
provision
prohibiting
insider
trading
shall
construed
limit
condition
availability
cause
action
implied
provision
title
supp
iii
altering
retroactive
effect
limitations
period
adopted
lampf
pleva
lipkind
prupis
petigrow
gilbertson
see
generally
ante
congress
intended
defendants
sue
joint
tortfeasors
single
enactment
given
effect
policy
congress
failure
act
justify
judicial
elaboration
action
moreover
contribution
inconsistent
established
views
action
blue
chip
stamps
supra
held
actual
purchasers
sellers
securities
entitled
press
private
suits
based
conclusion
largely
language
rule
terms
govern
purchase
sale
security
see
powell
concurring
merits
contribution
action
case
turn
whether
attorneys
accountants
involved
public
offering
bore
joint
responsibility
securities
violations
ante
even
acknowledge
respondents
status
subrogees
securities
sellers
contribution
action
least
one
level
removed
underlying
exchange
securities
blue
chip
stamps
requirement
actual
purchase
sale
virtually
evaporate
contribution
dispute
embroiling
separate
groups
professionals
merely
advised
facilitated
tainted
securities
transaction
rule
adopted
today
thus
undermines
discernable
intent
congress
sec
also
elaboration
regulatory
scheme
risks
inhere
hazardous
enterprise
recognizing
private
right
action
despite
congressional
silence
touche
ross
iii
invited
join
vigorous
debate
advantages
disadvantages
contribution
various
contribution
schemes
texas
industries
consistent
prior
practice
adhere
task
resolving
dispositive
threshold
question
whether
courts
power
create
cause
action
absent
legislation
ibid
whether
answer
question
unfair
litigate
private
actions
ante
irrelevant
courts
treat
legislative
administrative
silence
tacit
license
accomplish
congress
sec
unable
unwilling
current
condition
rule
afford
right
contribution
congress
remains
free
alter
state
affairs
accordingly
respectfully
dissent
footnotes
cfr
borak
recognized
private
party
right
bring
suit
violation
act
even
though
congress
made
specific
reference
private
right
action