Page:Amicus brief - Stoneridge v Scientific-Atlanta - California State Teachers’ Retirement System.pdf/19

11 recognized the broad remedial purpose of Section 10(b) and Rule 10b-5 and applied the statute and rule to various types of conduct.

In ''Superintendent of Ins. of New York v. Bankers Life'', 404 U.S. 6 (1971) the Court noted that "§ 10(b) bans the use of any deceptive device in the ’sale’ of any security by 'any person'" and thus permitted claims to go forward against both an insider who sold bonds as well as "outside collaborators" who created the paperwork that allowed the insider to misappropriate the proceeds. 404 U.S. at 10.

In Affiliated Ute, the Court noted that although Rule 10b5 (b) applies to the making of an untrue statement of a material fact or the omission to state a material fact, "the first and third subparagraphs"—i.e., Rule 10b-5(a) and (c) -"are not so restricted." 406 U.S. at 153; see also Santa Fe Industries, Inc. v. Green, 430 U.S. 462, 476 (1977) (referencing prohibited conduct as "deception, misrepresentation, or nondisclosure.").

In Herman & Maclean v. Huddleston, 459 U.S. 375 (1983), the Court ruled that primary liability applies to those who cause misrepresentations to be made to investors as well as those who actually make misrepresentations. Discussing primary liability under Section 10(b) and Rule 10b-5, the Court said that Section 10(b) "extends to 'any person' who engages in fraud in connection with the purchase and sale of securities" even if the statements ultimately conveyed to shareholders are not attributed to that person. 459 U.S. at 379 n. 5.

In The Wharf (Holdings) Ltd. v. United Int'l Holdings, Inc., 532 U.S. 588 (2001) a unanimous Court held that