Justice Kennedy

delivered the opinion of the Court.

As we have interpreted it, § 10(b) of the Securities Exchange Act of 1934 imposes private civil liability on those who commit a manipulative or deceptive act in connection with the purchase or sale of securities. In this case, we *167must answer a question reserved in two earlier decisions: whether private civil liability under § 10(b) extends as well to those who do not engage in the manipulative or deceptive practice, but who aid and abet the violation. See Herman & MacLean v. Huddleston, 459 U. S. 375, 379, n. 5 (1983); Ernst & Ernst v. Hochfelder, 425 U. S. 185, 191-192, n. 7 (1976).

I

In 1986 and 1988, the Colorado Springs-Stetson Hills Public Building Authority (Authority) issued a total of $26 million in bonds to finance public improvements at Stetson Hills, a planned residential and commercial development in Colorado Springs. Petitioner Central Bank of Denver served as indenture trustee for the bond issues.

The bonds were secured by landowner assessment liens, which covered about 250 acres for the 1986 bond issue and about 272 acres for the 1988 bond issue. The bond covenants required that the land subject to the liens be worth at least 160% of the bonds’ outstanding principal and interest. The covenants required Am West Development, the developer of Stetson Hills, to give Central Bank an annual report containing evidence that the 160% test was met.

In January 1988, Am West provided Central Bank with an updated appraisal of the land securing the 1986 bonds and of the land proposed to secure the 1988 bonds. The 1988 appraisal showed land values almost unchanged from the 1986 appraisal. Soon afterwards, Central Bank received a letter from the senior underwriter for the 1986 bonds. Noting that property values were declining in Colorado Springs and that Central Bank was operating on an appraisal over 16 months old, the underwriter expressed concern that the 160% test was not being met.

Central Bank asked its in-house appraiser to review the updated 1988 appraisal. The in-house appraiser decided that the values listed in the appraisal appeared optimistic considering the local real estate market. He suggested that *168Central Bank retain an outside appraiser to conduct an independent review of the 1988 appraisal. After an exchange of letters between Central Bank and AmWest in early 1988, Central Bank agreed to delay independent review of the appraisal until the end of the year, six months after the June 1988 closing on the bond issue. Before the independent review was complete, however, the Authority defaulted on the 1988 bonds.

Respondents First Interstate Bank of Denver and Jack K. Naber had purchased $2.1 million of the 1988 bonds. After the default, respondents sued the Authority, the 1988 underwriter, a junior underwriter, an AmWest director, and Central Bank for violations of § 10(b) of the Securities Exchange Act of 1934. The complaint alleged that the Authority, the underwriter defendants, and the AmWest director had violated § 10(b). The complaint also alleged that Central Bank was “secondarily liable under § 10(b) for its conduct in aiding and abetting the fraud.” App. 26.

The United States District Court for the District , of Colorado granted summary judgment to Central Bank. The United States Court of Appeals for the Tenth Circuit reversed. First Interstate Bank of Denver, N. A. v. Pring, 969 F. 2d 891 (1992).

The Court of Appeals first set forth the elements of the § 10(b) aiding and abetting cause of action in the Tenth Circuit: (1) a primary violation of § 10(b); (2) recklessness by the aider and abettor as to the existence of the primary violation; and (3) substantial assistance given to the primary violator by the aider and abettor. Id., at 898-903.

Applying that standard, the Court of Appeals found that Central Bank was aware of concerns about the accuracy of the 1988 appraisal. Central Bank knew both that the sale of the 1988 bonds was imminent and that purchasers were using the 1988 appraisal to evaluate the collateral for the bonds. Under those circumstances, the court said, Central Bank’s awareness of the alleged inadequacies of the updated, *169but almost unchanged, 1988 appraisal could support a finding of extreme departure from standards of ordinary care. The court thus found that respondents had established a genuine issue of material fact regarding the recklessness element of aiding and abetting liability. Id., at 904. On the separate question whether Central Bank rendered substantial assistance to the primary violators, the Court of Appeals found that a reasonable trier of fact could conclude that Central Bank had rendered substantial assistance by delaying the independent review of the appraisal. Ibid.

Like the Court of Appeals in this case, other federal courts have allowed private aiding and abetting actions under § 10(b). The first and leading case to impose the liability was Brennan v. Midwestern United Life Ins. Co., 259 F. Supp. 673 (ND Ind. 1966), aff'd, 417 F. 2d 147 (CA7 1969), cert. denied, 397 U. S. 989 (1970). The court reasoned that “[i]n the absence of a clear legislative expression to the contrary, the statute must be flexibly applied so as to implement its policies and purposes.” 259 F. Supp., at 680-681. Since 1966, numerous courts have taken the same position. See, e. g., Cleary v. Perfectune, Inc., 700 F. 2d 774, 777 (CA1 1983); Kerbs v. Fall River Industries, Inc., 502 F. 2d 731, 740 (CA10 1974).

After our decisions in Santa Fe Industries, Inc. v. Green, 430 U. S. 462 (1977), and Ernst & Ernst v. Hochfelder, 425 U. S. 185 (1976), where we paid close attention to the statutory text in defining the scope of conduct prohibited by § 10(b), courts and commentators began to question whether aiding and abetting liability under § 10(b) was still available. Professor Fischel opined that the “theory of secondary liability [under § 10(b) was] no longer viable in light of recent Supreme Court decisions strictly interpreting the federal securities laws.” Secondary Liability Under Section 10(b) of the Securities Act of 1934, 69 Calif. L. Rev. 80, 82 (1981). In 1981, the District Court for the Eastern District of Michigan found it “doubtful that a claim for ‘aiding and abetting’ . . . *170will continue to exist under 10(b).” Benoay v. Decker, 517 F. Supp. 490, 495, aff'd, 735 F. 2d 1363 (CA6 1984). The same year, the Ninth Circuit stated that the “status of aiding and abetting as a basis for liability under the securities laws [was] in some doubt.” Little v. Valley National Bank of Arizona, 650 F. 2d 218, 220, n. 3. The Ninth Circuit later noted that “[a]iding and abetting and other ‘add-on’ theories of liability have been justified by reference to the broad policy objectives of the securities acts. . . . The Supreme Court has rejected this justification for an expansive reading of the statutes and instead prescribed a strict statutory construction approach to determining liability under the acts.” SEC v. Seaboard Corp., 677 F. 2d 1301, 1311, n. 12 (1982). The Fifth Circuit has stated: “[I]t is now apparent that open-ended readings of the duty stated by Rule 10b-5 threaten to rearrange the congressional scheme. The added layer of liability ... for aiding and abetting ... is particularly problematic. ... There is a powerful argument that... aider and abettor liability should not be enforceable by private parties pursuing an implied right of action.” Akin v. Q-L Investments, Inc., 959 F. 2d 521, 525 (1992). Indeed, the Seventh Circuit has held that the defendant must have committed a manipulative or deceptive act to be liable under § 10(b), a requirement that in effect forecloses liability on those who do no more than aid or abet a 10b-5 violation. See, e. g., Barker v. Henderson, Franklin, Starnes & Holt, 797 F. 2d 490, 495 (1986).

We granted certiorari to resolve the continuing confusion over the existence and scope of the § 10(b) aiding and abetting action. 508 U. S. 959 (1993).

II

In the wake of the 1929 stock market crash and in response to reports of widespread abuses in the securities industry, the 73d Congress enacted two landmark pieces of securities legislation: the Securities Act of 1933 (1933 Act) and the *171Securities Exchange Act of 1934 (1934 Act). 48 Stat. 74, as amended, 15 U. S. C. § 77a et seq. (1988 ed. and Supp. IV); 48 Stat. 881, as amended, 15 U. S. C. § 78a et seq. (1988 ed. and Supp. IV). The 1933 Act regulates initial distributions of securities, and the 1934 Act for the most part regulates post-distribution trading. Blue Chip Stamps v. Manor Drug Stores, 421 U. S. 723, 752 (1975). Together, the Acts “embrace a fundamental purpose ... to substitute a philosophy of full disclosure for the philosophy of caveat emptor.” Affiliated Ute Citizens of Utah v. United States, 406 U. S. 128, 151 (1972) (internal quotation marks omitted).

The 1933 and 1934 Acts create an extensive scheme of civil liability. The Securities and Exchange Commission (SEC) may bring administrative actions and injunctive proceedings to enforce a variety of statutory prohibitions. Private plaintiffs may sue under the express private rights of action contained in the Acts. They may also sue under private rights of action we have found to be implied by the terms of §§ 10(b) and 14(a) of the 1934 Act. Superintendent of Ins. of N. Y. v. Bankers Life & Casualty Co., 404 U. S. 6, 13, n. 9 (1971) (§ 10(b)); J. I. Case Co. v. Borak, 377 U. S. 426, 430-435 (1964) (§ 14(a)). This case concerns the most familiar private cause of action: the one we have found to be implied by § 10(b), the general antifraud provision of the 1934 Act. Section 10(b) states:

“It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce or of the mails, or of any facility of any national securities exchange—

“(b) To use or employ, in connection with the purchase or sale of any security registered on a national securities exchange or any security not so registered, any manipulative or deceptive device or contrivance in contravention of such rules and regulations as the [SEC] may prescribe.” 15 U.S.C. §78j.

*172Rule 10b-5, adopted by the SEC in 1942, casts the proscription in similar terms:

“It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails or of any facility of any national securities exchange,

“(a) To employ any device, scheme, or artifice to defraud,

“(b) To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or “(c) To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person,

“in connection with the purchase or sale of any security.” 17 CFR §240.10b-5 (1993).

In our cases addressing § 10(b) and Rule 10b-5, we have confronted two main issues. First, we have determined the scope of conduct prohibited by § 10(b). See, e. g., Dirks v. SEC, 463 U. S. 646 (1983); Aaron v. SEC, 446 U. S. 680 (1980); Chiarella v. United States, 445 U. S. 222 (1980); Santa Fe Industries, Inc. v. Green, 430 U. S. 462 (1977); Ernst & Ernst v. Hochfelder, 425 U. S. 185 (1976). Second, in cases where the defendant has committed a violation of § 10(b), we have decided questions about the elements of the 10b-5 private liability scheme: for example, whether there is a right to contribution, what the statute of limitations is, whether there is a reliance requirement, and whether there is an in pari delicto defense. See Musick, Peeler & Garrett v. Employers Ins. of Wausau, 508 U. S. 286 (1993); Lampf, Pleva, Lipkind, Prupis & Petigrow v. Gilbertson, 501 U. S. 350 (1991); Basic Inc. v. Levinson, 485 U. S. 224 (1988); Bateman Eichler, Hill Richards, Inc. v. Berner, 472 U. S. 299 (1985); see also Blue Chip Stamps, supra; Schlick v. Penn-Dixie Cement Corp., *173507 F. 2d 374 (CA2 1974); cf. Virginia Bankskares, Inc. v. Sandberg, 501 U. S. 1083 (1991) (§ 14); Schreiber v. Burlington Northern, Inc., 472 U. S. 1 (1985) (same).

The latter issue, determining the elements of the 10b-5 private liability scheme, has posed difficulty because Congress did not create a private § 10(b) cause of action and had no occasion to provide guidance about the elements of a private liability scheme. We thus have had “to infer how the 1934 Congress would have addressed the issue[s] had the 10b-5 action been included as an express provision in the 1934 Act.” Musick, Peeler, supra, at 294.

With respect, however, to the first issue, the scope of conduct prohibited by § 10(b), the text of the statute controls our decision. In § 10(b), Congress prohibited manipulative or deceptive acts in connection with the purchase or sale of securities. It envisioned that the SEC would enforce the statutory prohibition through administrative and injunctive actions. Of course, a private plaintiff now may bring suit against violators of § 10(b). But the private plaintiff may not bring a 10b-5 suit against a defendant for acts not prohibited by the text of § 10(b). To the contrary, our cases considering the scope of conduct prohibited by § 10(b) in private suits have emphasized adherence to the statutory language, “ ‘[t]he starting point in every case involving construction of a statute.’ ” Ernst & Ernst, supra, at 197 (quoting Blue Chip Stamps, 421 U. S., at 756 (Powell, J., concurring)); see Chiarella, supra, at 226; Santa Fe Industries, supra, at 472. We have refused to allow 10b-5 challenges to conduct not prohibited by the text of the statute.

In Ernst & Ernst, we considered whether negligent acts could violate § 10(b). We first noted that “[t]he words ‘manipulative or deceptive’ used in conjunction with ‘device or contrivance’ strongly suggest that § 10(b) was intended to proscribe knowing or intentional misconduct.” 425 U. S., at 197. The SEC argued that the broad congressional purposes behind the Act — to protect investors from false and *174misleading practices that might injure them — suggested that § 10(b) should also reach negligent conduct. Id., at 198. We rejected that argument, concluding that the SEC’s interpretation would “add a gloss to the operative language of the statute quite different from its commonly accepted meaning.” Id., at 199.

In Santa Fe Industries, another case involving “the reach and coverage of § 10(b),” 430 U. S., at 464, we considered whether § 10(b) “reached breaches of fiduciary duty by a majority against minority shareholders without any charge of misrepresentation or lack of disclosure.” Id., at 470 (internal quotation marks omitted). We held that it did not, reaffirming our decision in Ernst & Ernst and emphasizing that the “language of § 10(b) gives no indication that Congress meant to prohibit any conduct not involving manipulation or deception.” 430 U. S., at 473.

Later, in Chiarella, we considered whether § 10(b) is violated when a person trades securities without disclosing inside information. We held that § 10(b) is not violated under those circumstances unless the trader has an independent duty of disclosure. In reaching our conclusion, we noted that “not every instance of financial unfairness constitutes fraudulent activity under § 10(b).” 445 U. S., at 232. We stated that “the 1934 Act cannot be read more broadly than its language and the statutory scheme reasonably permit,” and we found “no basis for applying ... a new and different theory of liability” in that case. Id., at 234 (internal quotation marks omitted). “Section 10(b) is aptly described as a catchall provision, but what it catches must be fraud. When an allegation of fraud is based upon nondisclosure, there can be no fraud absent a duty to speak.” Id., at 234-235.

Adherence to the text in defining the conduct covered by § 10(b) is consistent with our decisions interpreting other provisions of the securities Acts. In Pinter v. Dahl, 486 U. S. 622 (1988), for example, we interpreted the word “seller” in § 12(1) of the 1933 Act by “looking] first at the *175language of § 12(1).” Id., at 641. Ruling that a seller is one who solicits securities sales for financial gain, we rejected the broader contention, “grounded in tort doctrine,” that persons who participate in the sale can also be deemed sellers. Id., at 649. We found “no support in the statutory language or legislative history for expansion of § 12(1),” id., at 650, and stated that “[t]he ascertainment of congressional intent with respect to the scope of liability created by a particular section of the Securities Act must rest primarily on the language of that section.” Id., at 653.

Last Term, the Court faced a similar issue, albeit outside the securities context, in a case raising the question whether knowing participation in a breach of fiduciary duty is actionable trader the Employee Retirement Income Security Act of 1974 (ERISA). Mertens v. Hewitt Associates, 508 U. S. 248 (1993). The petitioner in Mertens said that the knowing participation cause of action had been available in the common law of trusts and should be available under E RISA. We rej ected that argument and noted that no provision in ERISA “explicitly require[d] [nonfiduciaries] to avoid participation (knowing or unknowing) in a fiduciary’s breach of fiduciary duty.” Id., at 254. While plaintiffs had a remedy against nonfiduciaries at common law, that was because “nonfiduciaries had a duty to the beneficiaries not to assist in the fiduciary’s breach.” Id., at 255, n. 5. No comparable duty was set forth in ERISA.

Our consideration of statutory duties, especially in cases interpreting § 10(b), establishes that the statutory text controls the definition of conduct covered by § 10(b). That bodes ill for respondents, for “the language of Section 10(b) does not in terms mention aiding and abetting.” Brief for SEC as Amicus Curiae 8 (hereinafter Brief for SEC). To overcome this problem, respondents and the SEC suggest (or hint at) the novel argument that the use of the phrase “directly or indirectly” in the text of § 10(b) covers aiding and abetting. See Brief for Respondents 15 (“Inclusion of those who act 'indirectly5 suggests a legislative purpose fully *176consistent with the prohibition of aiding and abetting”); Brief for SEC 8 (“[W]e think that when read in context [§ 10(b)] is broad enough to encompass liability for such ‘indirect’ violations”).

The federal courts have not relied on the “directly or indirectly” language when imposing aiding and abetting liability under § 10(b), and with good reason. There is a basic flaw with this interpretation. According to respondents and the SEC, the “directly or indirectly” language shows that “Congress . . . intended to reach all persons who engage, even if only indirectly, in proscribed activities connected with securities transactions.” Ibid. The problem, of course, is that aiding and abetting liability extends beyond persons who engage, even indirectly, in a proscribed activity; aiding and abetting liability reaches persons who do not engage in the proscribed activities at all, but who give a degree of aid to those who do. A further problem with respondents’ interpretation of the “directly or indirectly” language is posed by the numerous provisions of the 1934 Act that use the term in a way that does not impose aiding and abetting liability. See §7(f)(2)(C), 15 U.S.C. §78g(f)(2)(C) (direct or indirect ownership of stock); §9(b)(2)-(3), 15 U.S.C. §78i(b)(2)-(3) (direct or indirect interest in put, call, straddle, option, or privilege); § 13(d)(1), 15 U. S. C. § 78m(d)(l) (direct or indirect ownership); § 16(a), 15 U. S. C. § 78p(a) (direct or indirect ownership); § 20, 15 U. S. C. § 78t (direct or indirect control of person violating Act). In short, respondents’ interpretation of the “directly or indirectly” language fails to support their suggestion that the text of § 10(b) itself prohibits aiding and abetting. See 5B A. Jacobs, Litigation and Practice Under Rule 10b-5 §40.07, p. 2-465 (rev. 1993).

Congress knew how to impose aiding and abetting liability when it chose to do so. See, e. g., Act of Mar. 4, 1909, § 332, 35 Stat. 1152, as amended, 18 U. S. C. §2 (general criminal aiding and abetting statute); Packers and Stockyards Act, 1921, ch. 64, § 202,42 Stat. 161, as amended, 7 U. S. C. § 192(g) *177(1988 ed. and Supp. IV) (civil aiding and abetting provision); see generally infra, at 181-185. If, as respondents seem to say, 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. Cf. Pinter v. Dahl, 486 U. S., at 650 (“When Congress wished to create such liability, it had little trouble doing so”); Blue Chip Stamps, 421 U. S., at 734 (“When Congress wished to provide a remedy to those who neither purchase nor sell securities, it had little trouble in doing so expressly”).

We reach the uncontroversial conclusion, accepted even by those courts recognizing a § 10(b) aiding and abetting cause of action, that the text of the 1934 Act does not itself reach those who aid and abet a § 10(b) violation. Unlike those courts, however, we think that conclusion resolves the case. It is inconsistent with settled methodology in § 10(b) cases to extend liability beyond the scope of conduct prohibited by the statutory text. To be sure, aiding and abetting a wrongdoer ought to be actionable in certain instances. Cf. Restatement (Second) of Torts § 876(b) (1977). The issue, however, is not whether imposing private civil liability on aiders and abettors is good policy but whether aiding and abetting is covered by the statute.

As in earlier cases considering conduct prohibited by § 10(b), we again conclude that the statute prohibits only the making of a material misstatement (or omission) or the commission of a manipulative act. See Santa Fe Industries, 430 U. S., at 473 (“language of § 10(b) gives no indication that Congress meant to prohibit any conduct not involving manipulation or deception”); Ernst & Ernst, 425 U. S., at 214 (“When a statute speaks so specifically in terms of manipulation and deception ... , we are quite unwilling to extend the scope of the statute”). The proscription does not include giving aid to a person who commits a manipulative or deceptive act. We cannot amend the statute to create liability for *178acts that are not themselves manipulative or deceptive within the meaning of the statute.

Ill

Because this case concerns the conduct prohibited by § 10(b), the statute itself resolves the case, but even if it did not, we would reach the same result. When the text of § 10(b) does not resolve a particular issue, we attempt to infer “how the 1934 Congress would have addressed the issue had the 10b-5 action been included as an express provision in the 1934 Act.” Musick, Peeler, 508 U. S., at 294. For that inquiry, we use the express causes of action in the securities Acts as the primary model for the § 10(b) action. The reason is evident: Had the 73d Congress enacted a private § 10(b) right of action, it likely would have designed it in a manner similar to the other private rights of action in the securities Acts. See id., at 294-297.

In Musick, Peeler, for example, we recognized a right to contribution under § 10(b). We held that the express rights of contribution contained in §§9 and 18 of the Acts were “important . . . feature[s] of the federal securities laws and that consistency require[d] us to adopt a like contribution rule for the right of action existing under Rule 10b-5.” Id., at 297. In Basic Inc. v. Levinson, 485 U. S., at 243, we decided that a plaintiff in a 10b-5 action must prove that he relied on the defendant’s misrepresentation in order to recover damages. In so holding, we stated that the “analogous express right of action” — § 18(a) of the 1934 Act— “includes a reliance requirement.” Ibid. And in Blue Chip Stamps, we held that a 10b-5 plaintiff must have purchased or sold the security to recover damages for the defendant’s misrepresentation. We said that “[t]he principal express nonderivative private civil remedies, created by Congress contemporaneously with the passage of § 10(b), . . . are by their terms expressly limited to purchasers or sellers of securities.” 421 U. S., at 735-736.

*179Following that analysis here, we look to the express private causes of action in the 1933 and 1934 Acts. See, e. g., Musick, Peeler, supra, at 295-297; Blue Chip Stamps, supra, at 735-736. In the 1933 Act, § 11 prohibits false statements or omissions of material fact in registration statements; it identifies the various categories of defendants subject to liability for a violation, but that list does not include aiders and abettors. 15 U. S. C. § 77k. Section 12 prohibits the sale of unregistered, nonexempt securities as well as the sale of securities by means of a material misstatement or omission; and it limits liability to those who offer or sell the security. 15 U. S. C. § 771. In the 1934 Act, § 9 prohibits any person from engaging in manipulative practices such as wash sales, matched orders, and the like. 15 U. S. C. § 78i. Section 16 regulates short-swing trading by owners, directors, and officers. 15 U. S. C. § 78p. Section 18 prohibits any person from making misleading statements in reports filed with the SEC. 15 U. S. C. § 78r. And § 20A, added in 1988, prohibits any person from engaging in insider trading. 15 U. S. C. § 78t-l.

This survey of the express causes of action in the securities Acts reveals that each (like § 10(b)) specifies the conduct for which defendants may be held liable. Some of the express causes of action specify categories of defendants who may be liable; others (like § 10(b)) state only that “any person” who commits one of the prohibited acts may be held liable. The important point for present purposes, however, is that none of the express causes of action in the 1934 Act further imposes liability on one who aids or abets a violation. Cf. 7 U. S. C. § 25(a)(1) (1988 ed. and Supp. IV) (Commodity Exchange Act’s private civil aiding and abetting provision).

From the fact that Congress did not attach private aiding and abetting liability to any of the express causes of action in the securities Acts, we can infer that Congress likely would not have attached aiding and abetting liability to § 10(b) had it provided a private § 10(b) cause of action. See *180 Musick, Peeler, supra, at 297 (“[Consistency requires us to adopt a like contribution rule for the right of action existing under Rule 10b-5”). There is no reason to think that Congress would have attached aiding and abetting liability only to § 10(b) and not to any of the express private rights of action in the Act. In Blue Chip Stamps, we noted that it would be “anomalous to impute to Congress an intention to expand the plaintiff class for a judicially implied cause of action beyond the bounds it delineated for comparable express causes of action.” 421 U. S., at 736. Here, it would be just as anomalous to impute to Congress an intention in effect to expand the defendant class for 10b-5 actions beyond the bounds delineated for comparable express causes of action.

Our reasoning is confirmed by the fact that respondents’ argument would impose 10b-5 aiding and abetting liability when at least one element critical for recovery under 10b-5 is absent: reliance. A plaintiff must show reliance on the defendant’s misstatement or omission to recover under 10b-5. Basic Inc. v. Levinson, supra, at 243. Were we to .allow the aiding and abetting action proposed in this case, the defendant could be liable without any showing that the plaintiff relied upon the aider and abettor’s statements or actions. See also Chiarella, 445 U. S., at 228 (omission actionable only where duty to disclose arises from specific relationship between two parties). Allowing plaintiffs to circumvent the reliance requirement would disregard the careful limits on 10b-5 recovery mandated by our earlier cases.

IV

Respondents make further arguments for imposition of § 10(b) aiding and abetting liability, none of which leads us to a different answer.

A

The text does not support their point, but respondents and some amici invoke a broad-based notion of congressional *181intent. They say that Congress legislated with an understanding of general principles of tort law and that aiding and abetting liability was “well established in both civil and criminal actions by 1934.” Brief for SEC 10. Thus, “Congress intended to include” aiding and abetting liability in the 1934 Act. Id., at 11. A brief history of aiding and abetting liability serves to dispose of this argument.

Aiding and abetting is an ancient criminal law doctrine. See United States v. Peoni, 100 F. 2d 401, 402 (CA2 1938); 1 M. Hale, Pleas of the Crown 615 (1736). Though there is no federal common law of crimes, Congress in 1909 enacted what is now 18 U. S. C. § 2, a general aiding and abetting statute applicable to all federal criminal offenses. Act of Mar. 4, 1909, §332, 35 Stat. 1152. The statute decrees that those who provide knowing aid to persons committing federal crimes, with the intent to facilitate the crime, are themselves committing a crime. Nye & Nissen v. United States, 336 U. S. 613, 619 (1949).

The Restatement of Torts, under a concert of action principle, accepts a doctrine with rough similarity to criminal aiding and abetting. An actor is liable for harm resulting to a third person from the tortious conduct of another “if he . . . knows that the other’s conduct constitutes a breach of duty and gives substantial assistance or encouragement to the other .. ..” Restatement (Second) of Torts § 876(b) (1977); see also W. Keeton, D. Dobbs, R. Keeton, & D. Owen, Prosser and Keeton on Law of Torts 322-324 (5th ed. 1984). The doctrine has been at best uncertain in application, however. As the Court of Appeals for the District of Columbia Circuit noted in a comprehensive opinion on the subject, the leading cases applying this doctrine are statutory securities cases, with the common-law precedents “largely confined to isolated acts of adolescents in rural society.” Halberstam v. Welch, 705 F. 2d 472, 489 (1983). Indeed, in some States, it is still unclear whether there is aiding and abetting tort liability of the kind set forth in § 876(b) of the Restatement. *182See, e. g., FDIC v. S. Prawer & Co., 829 F. Supp. 453, 457 (Me. 1993) (in Maine, “[i]t is clear... that aiding and abetting liability did not exist under the common law, but was entirely a creature of statute”); In re Asbestos School Litigation, No. 83-0268,1991 U. S. Dist. LEXIS 10471, *34 (ED Pa., July 18, 1991) (cause of action under Restatement § 876 “has not yet been applied as a basis for liability” by Pennsylvania courts); Meadow Limited Partnership v. Heritage Savings and Loan Assn., 639 F. Supp. 643, 653 (ED Va. 1986) (aiding and abetting tort based on Restatement § 876 “not expressly recognized by the state courts of the Commonwealth” of Virginia); Sloane v. Fauque, 239 Mont. 383, 385, 784 P. 2d 895, 896 (1989) (aiding and abetting tort liability is issue “of first impression in Montana”).

More to the point, Congress has not enacted a general civil aiding and abetting statute — either for suits by the Government (when the Government sues for civil penalties or injunctive relief) or for suits by private parties. Thus, when Congress enacts a statute under which a person may sue and recover damages from a private defendant for the defendant’s violation of some statutory norm, there is no general presumption that the plaintiff may also sue aiders and abettors. See, e. g., Electronic Laboratory Supply Co. v. Cullen, 977 F. 2d 798, 805-806 (CA3 1992).

Congress instead has taken a statute-by-statute approach to civil aiding and abetting liability. For example, the Internal Revenue Code contains a full section governing aiding and abetting liability, complete with description of scienter and the penalties attached. 26 U. S. C. § 6701 (1988 ed. and Supp. IV). The Commodity Exchange Act contains an explicit aiding and abetting provision that applies to private suits brought under that Act. 7 U. S. C. § 25(a)(1) (1988 ed. and Supp. IV); see also, e. g., 12 Ü. S. C. § 93(b)(8) (1988 ed. and Supp. IV) (National Bank Act defines violations to include “aiding or abetting”); 12 U. S. C. § 504(h) (1988 ed. and Supp. IV) (Federal Reserve Act defines violations to include *183“aiding or abetting”); Packers and Stockyards Act, 1921, ch. 64, §202, 42 Stat. 161, 7 U. S. C. § 192(g) (civil aiding and abetting provision). Indeed, various provisions of the securities laws prohibit aiding and abetting, although violations are remediable only in actions brought by the SEC. See, e. g., 15 U. S. C. § 78o(b)(4)(E) (1988 ed. and Supp. IV) (SEC may proceed against brokers and dealers who aid and abet a violation of the securities laws); Insider Trading Sanctions Act of 1984, Pub. L. 98-376, 98 Stat. 1264 (civil penalty provision added in 1984 applicable to those who aid and abet insider trading violations); 15 U. S. C. § 78u-2 (1988 ed., Supp. IV) (civil penalty provision added in 1990 applicable to brokers and dealers who aid and abet various violations of the Act).

With this background in mind, we think respondents’ argument based on implicit congressional intent can be taken in one of three ways. First, respondents might be saying that aiding and abetting should attach to all federal civil statutes, even laws that do not contain an explicit aiding and abetting provision. But neither respondents nor their amici cite, and we have not found, any precedent for that vast expansion of federal law. It does not appear Congress was operating on that assumption in 1934, or since then, given that it has been quite explicit in imposing civil aiding and abetting liability in other instances. We decline to recognize such a comprehensive rule with no expression of congressional direction to do so.

Second, on a more narrow ground, respondents’ congressional intent argument might be interpreted to suggest that the 73d Congress intended to include aiding and abetting only in § 10(b). But nothing in the text or history of § 10(b) even implies that aiding and abetting was covered by the statutory prohibition on manipulative and deceptive conduct.

Third, respondents’ congressional intent argument might be construed as a contention that the 73d Congress intended to impose aiding and abetting liability for all of the express *184causes of action contained in the 1934 Act — and thus would have imposed aiding and abetting liability in § 10(b) actions had it enacted a private § 10(b) right of action. As we have explained, however, none of the express private causes of action in the Act imposes aiding and abetting liability, and there is no evidence that Congress intended that liability for the express causes of action.

Even assuming, moreover, a deeply rooted background of aiding and abetting tort liability, it does not follow that Congress intended to apply that kind of liability to the private causes of action in the securities Acts. Cf. Mertens, 508 U. S., at 254 (omission of knowing participation liability in ERISA “appears all the more deliberate in light of the fact that ‘knowing participation’ liability on the part of both cotrustees and third persons was well established under the common law of trusts”). In addition, Congress did not overlook secondary liability when it created the private rights of action in the 1934 Act. Section 20 of the 1934 Act imposes liability on “controlling person[s]” — persons who “contro[l] any person liable under any provision of this chapter or of any rule or regulation thereunder.” 15 U. S. C. § 78t(a). This suggests that “[w]hen Congress wished to create such [secondary] liability, it had little trouble doing so.” Pinter v. Dahl, 486 U. S., at 650; cf. Touche Ross & Co. v. Redington, 442 U. S. 560, 572 (1979) (“Obviously, then, when Congress wished to provide a private damages remedy, it knew how to do so and did so expressly”); see also Fischel, 69 Calif. L. Rev., at 96-98. Aiding and abetting is “a method by which courts create secondary liability” in persons other than the violator of the statute. Pinter v. Dahl, supra, at 648, n. 24. The fact that Congress chose to impose some forms of secondary liability, but not others, indicates a deliberate congressional choice with which the courts should not interfere.

We note that the 1929 Uniform Sale of Securities Act contained a private aiding and abetting cause of action. And at *185the time Congress passed the 1934 Act, the blue sky laws of 11 States and the Territory of Hawaii provided a private right of action against those who aided a fraudulent or illegal sale of securities. See Abrams, The Scope of Liability Under Section 12 of the Securities Act of 1933: “Participation” and the Pertinent Legislative Materials, 15 Ford. Urb. L. J. 877, 945, and n. 423 (1987) (listing provisions). Congress enacted the 1933 and 1934 Acts against this backdrop, but did not provide for aiding and abetting liability in any of the private causes of action it authorized.

In sum, it is not plausible to interpret the statutory silence as tantamount to an implicit congressional intent to impose § 10(b) aiding and abetting liability.

B

When Congress reenacts statutory language that has been given a consistent judicial construction, we often adhere to that construction in interpreting the reenacted statutory language. See, e. g., Keene Corp. v. United States, 508 U. S. 200, 212-213 (1993); Pierce v. Underwood, 487 U. S. 552, 567 (1988); Lorillard v. Pons, 434 U. S. 575,580-581 (1978). Congress has not reenacted the language of § 10(b) since 1934, however, so we need not determine whether the other conditions for applying the reenactment doctrine are present. Cf. Fogerty v. Fantasy, Inc., 510 U. S. 517, 527-532 (1994).

Nonetheless, the parties advance competing arguments based on other post-1934 legislative developments to support their differing interpretations of § 10(b). Respondents note that 1983 and 1988 Committee Reports, which make oblique references to aiding and abetting liability, show that those Congresses interpreted § 10(b) to cover aiding and abetting. H. R. Rep. No. 100-910, pp. 27-28 (1988); H. R. Rep. No. 355, p. 10 (1983). But “[w]e have observed on more than one occasion that the interpretation given by one Congress (or a committee or Member thereof) to an earlier statute is of little assistance in discerning the meaning of that statute.” *186 Public Employees Retirement System of Ohio v. Betts, 492 U. S. 158, 168 (1989); see Weinberger v. Rossi, 456 U. S. 25,35 (1982); Consumer Product Safety Comm’n v. GTE Sylvania, Inc., 447 U. S. 102, 118, and n. 13 (1980).

Respondents observe that Congress has amended the securities laws on various occasions since 1966, when courts first began to interpret § 10(b) to cover aiding and abetting, but has done so without providing that aiding and abetting liability is not available under § 10(b). From that, respondents infer that these Congresses, by silence, have acquiesced in the judicial interpretation of § 10(b). We disagree. This Court has reserved the issue of 10b-5 aiding and abetting liability on two previous occasions. Herman & MacLean v. Huddleston, 459 U. S., at 379, n. 5; Ernst & Ernst, 425 U. S., at 191-192, n. 7. Furthermore, our observations on the acquiescence doctrine indicate its limitations as an expression of congressional intent. “It does not follow . . . that Congress’ failure to overturn a statutory precedent is reason for this Court to adhere to it. It is ‘impossible to assert with any degree of assurance that congressional failure to act represents’ affirmative congressional approval of the [courts’] statutory interpretation. . . . Congress may legislate, moreover, only through the passage of a bill which is approved by both Houses and signed by the President. See U. S. Const., Art. I, § 7, cl. 2. Congressional inaction cannot amend a duly enacted statute.” Patterson v. McLean Credit Union, 491 U. S. 164,175, n. 1 (1989) (quoting Johnson v. Transportation Agency, Santa Clara Cty., 480 U. S. 616, 672 (1987) (Scalia, J., dissenting)); see Helvering v. Hallock, 309 U. S. 106, 121 (1940) (Frankfurter, J.) (“[W]e walk on quicksand when we try to find in the absence of corrective legislation a controlling legal principle”).

Central Bank, for its part, points out that in 1957, 1959, and 1960, bills were introduced that would have amended the securities laws to make it “unlawful... to aid, abet, counsel, command, induce, or procure the violation of any provision” *187of the 1934 Act. S. 1179, 86th Cong., 1st Sess. §22 (1959); see also S. 3770, 86th Cong., 2d Sess. §20 (1960); S. 2545,85th Cong., 1st Sess. §20 (1957). These bills prompted “industry fears that private litigants, not only the SEC, may find in this section a vehicle by which to sue aiders and abettors,” and the bills were not passed. SEC Legislation: Hearings before a Subcommittee of the Senate Committee on Banking and Currency on S. 1178, S. 1179, S. 1180, S. 1181, and S. 1182, 86th Cong, 1st Sess., 288, 370 (1959). According to Central Bank, these proposals reveal that those Congresses interpreted § 10(b) not to cover aiding and abetting. We have stated, however, that failed legislative proposals are “a particularly dangerous ground on which to rest an interpretation of a prior statute.” Pension Benefit Guaranty Corporation v. LTV Corp., 496 U. S. 633, 650 (1990). “Congressional inaction lacks persuasive significance because several equally tenable inferences may be drawn from such inaction, including the inference that the existing legislation already incorporated the offered change.” Ibid, (internal quotation marks omitted); see United States v. Wise, 370 U. S. 405, 411 (1962).

It is true that our cases have not been consistent in rejecting arguments such as these. Compare Flood v. Kuhn, 407 U. S. 258, 281-282 (1972), with Pension Benefit Guaranty Corporation, supra, at 650; compare Merrill Lynch, Pierce, Fenner & Smith, Inc. v. Curran, 456 U. S. 353, 381-382 (1982), with Aaron v. SEC, 446 U. S., at 694, n. 11. As a general matter, however, we have stated that these arguments deserve little weight in the interpretive process. Even were that not the case, the competing arguments here would not point to a definitive answer. We therefore reject them. As we stated last Term, Congress has acknowledged the 10b-5 action without any further attempt to define it. Musick, Peeler, 508 U. S., at 293-294. We find our role limited when the issue is the scope of conduct prohibited by the *188statute. Id., at 291-292. That issue is our concern here, and we adhere to the statutory text in resolving it.

C

The SEC points to various policy arguments in support of the 10b-5 aiding and abetting cause of action. It argues, for example, that the aiding and abetting cause of action deters secondary actors from contributing to fraudulent activities and ensures that defrauded plaintiffs are made whole. Brief for SEC 16-17.

Policy considerations cannot override our interpretation of the text and structure of the Act, except to the extent that they may help to show that adherence to the text and structure would lead to a result “so bizarre” that Congress could not have intended it. Demarest v. Manspeaker, 498 U. S. 184, 191 (1991); cf. Pinter v. Dahl, 486 U. S., at 654 (“[W]e need not entertain Pinter’s policy arguments”); Santa Fe Industries, 430 U. S., at 477 (language sufficiently clear to be dispositive). That is not the case here.

Extending the 10b-5 cause of action to aiders and abettors no doubt makes the civil remedy more far reaching, but it does not follow that the objectives of the statute are better served. Secondary liability for aiders and abettors exacts costs that may disserve the goals of fair dealing and efficiency in the securities markets.

As an initial matter, the rules for determining aiding and abetting liability are unclear, in “an area that demands certainty and predictability.” Pinter v. Dahl, 486 U. S., at 652. That leads to the undesirable result of decisions “made on an ad hoc basis, offering little predictive value” to those who provide services to participants in the securities business. Ibid. “[S]uch a shifting and highly fact-oriented disposition of the issue of who may [be liable for] a damages claim for violation of Rule 10b-5” is not a “satisfactory basis for a rule of liability imposed on the conduct of business transactions.” Blue Chip Stamps, 421 U. S., at 755; see also Virginia Bank- *189 shares, 501 U. S., at 1106 (“The issues would be hazy, their litigation protracted, and their resolution unreliable. Given a choice, we would reject any theory . . . that raised such prospects”). Because of the uncertainty of the governing rules, entities subject to secondary liability as aiders and abettors may find it prudent and necessary, as a business judgment, to abandon substantial defenses and to pay settlements in order to avoid the expense and risk of going to trial.

In addition, “litigation under Rule 10b-5 presents a danger of vexatiousness different in degree and in kind from that which accompanies litigation in general.” Blue Chip Stamps, supra, at 739; see Virginia Bankshares, supra, at 1105; S. Rep. No. 792, 73d Cong., 2d Sess., p. 21 (1934) (attorney’s fees provision is protection against strike suits). Litigation under 10b-5 thus requires secondary actors to expend large sums even for pretrial defense and the negotiation of settlements. See 138 Cong. Rec. S12605 (Aug. 12,1992) (remarks of Sen. Sanford) (asserting that in 83% of 10b-5 cases major accounting firms pay $8 in legal fees for every $1 paid in claims).

This uncertainty and excessive litigation can have ripple effects. For example, newer and smaller companies may find it difficult to obtain advice from professionals. A professional may fear that a newer or smaller company may not survive and that business failure would generate securities litigation against the professional, among others. In addition, the increased costs incurred by professionals because of the litigation and settlement costs under 10b-5 may be passed on to their client companies, and in turn incurred by the company’s investors, the intended beneficiaries of the statute. See Winter, Paying Lawyers, Empowering Prosecutors, and Protecting Managers: Raising the Cost of Capital in America, 42 Duke L. J. 945, 948-966 (1993).

We hasten to add that competing policy arguments in favor of aiding and abetting liability can also be advanced. The point here, however, is that it is far from clear that Congress *190in 1934 would have decided that the statutory purposes would be furthered by the imposition of private aider and abettor liability.

D

At oral argument, the SEC suggested that 18 U. S. C. §2 is “significant” and “very important” in this case. Tr. of Oral Arg. 41,43. At the outset, we note that this contention is inconsistent with the SEC’s argument that recklessness is a sufficient scienter for aiding and abetting liability. Criminal aiding and abetting liability under § 2 requires proof that the defendant “in some sort associate® himself with the venture, that he participate® in it as in something that he wishe® to bring about, that he [sought] by his action to make it succeed.” Nye & Nissen, 336 U. S., at 619 (internal quotation marks omitted). But recklessness, not intentional wrongdoing, is the theory underlying the aiding and abetting allegations in the case before us.

Furthermore, while it is true that an aider and abettor of a criminal violation of any provision of the 1934 Act, including § 10(b), violates 18 U. S. C. § 2, it does not follow that a private civil aiding and abetting cause of action must also exist. We have been quite reluctant to infer a private right of action from a criminal prohibition alone; in Cort v. Ash, 422 U. S. 66, 80 (1975), for example, we refused to infer a private right of action from “a bare criminal statute.” And we have not suggested that a private right of action exists for all injuries caused by violations of criminal prohibitions. See Touche Ross, 442 U. S., at 568 (“[Q]uestion of the existence of a statutory cause of action is, of course, one of statutory construction”). If we were to rely on this reasoning now, we would be obliged to hold that a private right of action exists for every provision of the 1934 Act, for it is a criminal violation to violate any of its provisions. 15 U. S. C. §78ff. And thus, given 18 U. S. C. § 2, we would also have to hold that a civil aiding and abetting cause of action is available for every provision of the Act. There would be no logical *191stopping point to this line of reasoning: Every criminal statute passed for the benefit of some particular class of persons would carry with it a concomitant civil damages cause of action.

This approach, with its far-reaching consequences, would work a significant shift in settled interpretive principles regarding implied causes of action. See, e. g., Transamerica Mortgage Advisors, Inc. v. Lewis, 444 U. S. 11 (1979). We are unwilling to reverse course in this case. We decline to rely only on 18 U. S. C. §2 as the basis for recognizing a private aiding and abetting right of action under § 10(b).

V

Because the text of § 10(b) does not prohibit aiding and abetting, we hold that a private plaintiff may not maintain an aiding and abetting suit under § 10(b). The absence of § 10(b) aiding and abetting liability does not mean that secondary actors in the securities markets are always free from liability under the securities Acts. Any person or entity, including a lawyer, accountant, or bank, who employs a manipulative device or makes a material misstatement (or omission) on which a purchaser or seller of securities relies may be liable as a primary violator under 10b-5, assuming all of the requirements for primary liability under Rule 10b-5 are met. See Fischel, 69 Calif. L. Rev., at 107-108. In any complex securities fraud, moreover, there are likely to be multiple violators; in this case, for example, respondents named four defendants as primary violators. App. 24-25.

Respondents concede that Central Bank did not commit a manipulative or deceptive act within the meaning of § 10(b). Tr. of Oral Arg. 31. Instead, in the words of the complaint, Central Bank was “secondarily liable under § 10(b) for its conduct in aiding and abetting the fraud.” App. 26. Because of our conclusion that there is no private aiding and abetting liability under § 10(b), Central Bank may not be held liable as an aider and abettor. The District Court’s grant *192of summary judgment to Central Bank was proper, and the judgment of the Court of Appeals is

Reversed.

Justice Stevens,

with whom Justice Blackmun, Justice Souter, and Justice Ginsburg join,

dissenting.

The main themes of the Court’s opinion are that the text of § 10(b) of the Securities Exchange Act of 1934 (Exchange Act), 15 U. S. C. § 78j(b), does not expressly mention aiding and abetting liability, and that Congress knows how to legislate. Both propositions are unexceptionable, but neither is reason to eliminate the private right of action against aiders and abettors of violations of § 10(b) and the Securities and Exchange Commission’s (SEC’s) Rule 10b-5. Because the majority gives short shrift to a long history of aider and abettor liability under § 10(b) and Rule 10b-5, and because its rationale imperils other well-established forms of secondary liability not expressly addressed in the securities laws, I respectfully dissent.

In hundreds of judicial and administrative proceedings in every Circuit in the federal system, the courts and the SEC have concluded that aiders and abettors are subject to liability under § 10(b) and Rule 10b-5. See 5B A. Jacobs, Litigation and Practice Under Rule 10b-5 §40.02 (rev. ed. 1993) (citing cases). While we have reserved decision on the legitimacy of the theory in two cases that did not present it, all 11 Courts of Appeals to have considered the question have recognized a private cause of action against aiders and abettors under § 10(b) and Rule lOb-5.1 The early aiding *193and abetting decisions relied upon principles borrowed from tort law; in those cases, judges closer to the times and climate of the 73d Congress than we concluded that holding aiders and abettors liable was consonant with the Exchange Act’s purpose to strengthen the antifraud remedies of the common law.2 One described the aiding and abetting theory, grounded in “general principles of tort law,” as a “logical and natural complement” to the private § 10(b) action that furthered the Exchange Act’s purpose of “creation and maintenance of a post-issuance securities market that is free from fraudulent practices.” Brennan v. Midwestern United Life Ins. Co., 259 F. Supp. 673, 680 (ND Ind. 1966) (borrowing

*194formulation from the Restatement of Torts § 876(b) (1939)), later opinion, 286 F. Supp. 702 (1968), aff’d, 417 F. 2d 147 (CA7 1969), cert. denied, 397 U. S. 989 (1970). See also Pettit v. American Stock Exchange, 217 F Supp. 21, 28 (SDNY 1963).

The Courts of Appeals have usually applied a familiar three-part test for aider and abettor liability, patterned on the Restatement of Torts formulation, that requires (i) the existence of a primary violation of § 10(b) or Rule 10b-5, (ii) the defendant’s knowledge of (or recklessness as to) that primary violation, and (iii) “substantial assistance” of the violation by the defendant. See, e. g., Cleary v. Perfectune, Inc., 700 F. 2d 774, 776-777 (CA1 1983); I IT, An Int’l Investment Trust v. Cornfeld, 619 F 2d 909, 922 (CA2 1980). If indeed there has been “continuing confusion” concerning the private right of action against aiders and abettors, that confusion has not concerned its basic structure, still less its “existence.” See ante, at 170. Indeed, in this case, petitioner assumed the existence of a right of action against aiders and abettors, and sought review only of the subsidiary questions whether an indenture trustee could be found liable as an aider and abettor absent a breach of an indenture agreement or other duty under state law, and whether it could be liable as an aider and abettor based only on a showing of recklessness. These questions, it is true, have engendered genuine disagreement in the Courts of Appeals.3 But instead of simply addressing the questions presented by the parties, on which the law really was unsettled, the Court sua sponte directed *195the parties to address a question on which even the petitioner justifiably thought the law was settled, and reaches out to overturn a most considerable body of precedent.4

Many of the observations in the majority’s opinion would be persuasive if we were considering whether to recognize a private right of action based upon a securities statute enacted recently. Our approach to implied causes of action, as to other matters of statutory construction, has changed markedly since the Exchange Act’s passage in 1934. At that time, and indeed until quite recently, courts regularly assumed, in accord with the traditional common-law presumption, that a statute enacted for the benefit of a particular class conferred on members of that class the right to sue violators of that statute.5 Moreover, shortly before the Exchange Act was passed, this Court instructed that such “remedial” legislation should receive “a broader and more liberal interpretation than that to be drawn from mere dictionary definitions of the words employed by Congress.” Piedmont & Northern R. Co. v. ICC, 286 U. S. 299, 311 (1932). There is a risk of anachronistic error in applying our current approach to implied causes of action, ante, at 176-177, to a statute enacted when courts commonly read stat*196utes of this kind broadly to accord with their remedial purposes and regularly approved rights to sue despite statutory silence.

Even had § 10(b) not been enacted against a backdrop of liberal construction of remedial statutes and judicial favor toward implied rights of action, I would still disagree with the majority for the simple reason that a “settled construction of an important federal statute should not be disturbed unless and until Congress so decides.” Reves v. Ernst & Young, 494 U. S. 56, 74 (1990) (Stevens, J., concurring). See Blue Chip Stamps v. Manor Drug Stores, 421 U. S. 723, 733 (1975) (the “longstanding acceptance by the courts” and “Congress’ failure to reject” rule announced in landmark Court of Appeals decision favored retention of the rule).6 A policy of respect for consistent judicial and administrative interpretations leaves it to elected representatives to assess settled law and to evaluate the merits and demerits of changing it.7 Even when there is no affirmative evidence of rati*197fication, the Legislature’s failure to reject a consistent judicial or administrative construction counsels hesitation from a court asked to invalidate it. Cf. Burnet v. Coronado Oil & Gas Co., 285 U. S. 393, 406 (1932) (Brandeis, J., dissenting). Here, however, the available evidence suggests congressional approval of aider and abettor liability in private § 10(b) actions. In its comprehensive revision of the Exchange Act in 1975, Congress left untouched the sizable body of case law approving aiding and abetting liability in private actions under § 10(b) and Rule 10b-5.8 The case for leaving aiding *198and abetting liability intact draws further strength from the fact that the SEC itself has consistently understood § 10(b) to impose aider and abettor liability since shortly after the rule’s promulgation. See Ernst & Young, 494 U. S., at 75 (Stevens, J., concurring). In short, one need not agree as an original matter with the many decisions recognizing the private right against aiders and abettors to concede that the right fits comfortably within the statutory scheme, and that it has become a part of the established system of private enforcement. We should leave it to Congress to alter that scheme.

The Court would be on firmer footing if it had been shown that aider and abettor liability “detracts from the effectiveness of the 10b-5 implied action or interferes with the effective operation of the securities laws.” See Musick, Peeler & Garrett v. Employers Ins. of Wausau, 508 U. S. 286, 298 (1993). However, the line of decisions recognizing aider and abettor liability suffers from no such infirmities. The language of both § 10(b) and Rule 10b-5 encompasses “any person” who violates the Commission’s antifraud rules, whether “directly or indirectly”; we have read this “broad” language “not technically and restrictively, but flexibly to effectuate its remedial purposes.” Affiliated Ute Citizens of Utah v. United States, 406 U. S. 128, 151 (1972). In light of the encompassing language of § 10(b), and its acknowledged purpose to strengthen the antifraud remedies of the common law, it was certainly no wild extrapolation for courts to conclude that aiders and abettors should be subject to the *199private action under § 10(b).9 Allowing aider and abettor claims in private § 10(b) actions can hardly be said to impose unfair legal duties on those whom Congress has opted to leave unregulated: Aiders and abettors of § 10(b) and Rule 10b-5 violations have always been subject to criminal liability under 18 U. S. C. §2. See 15 U. S. C. § 78ff (criminal liability for willful violations of securities statutes and rules promulgated under them). Although the Court canvasses policy arguments against aider and abettor liability, ante, at 188-190, it does not suggest that the aiding and abetting theory has had such deleterious consequences that we should dispense with it on those grounds.10 The agency charged with primary responsibility for enforcing the securities laws does not perceive such drawbacks, and urges retention of the private right to sue aiders and abettors. See Brief for SEC as Amicus Curiae 5-17.

As framed by the Court’s order redrafting the questions presented, this case concerns only the existence and scope of aiding and abetting liability in suits brought by private parties under § 10(b) and Rule 10b-5. The majority’s rationale, *200however, sweeps far beyond even those important issues. The majority leaves little doubt that the Exchange Act does not even permit the SEC to pursue aiders and abettors in civil enforcement actions under § 10(b) and Rule 10b-5. See ante, at 177 (finding it dispositive that “the text of the 1934 Act does not itself reach those who aid and abet a § 10(b) violation”). Aiding and abetting liability has a long pedigree in civil proceedings brought by the SEC under § 10(b) and Rule 10b-5, and has become an important part of the SEC’s enforcement arsenal.11 Moreover, the majority’s approach to aiding and abetting at the very least casts serious doubt, both for private and SEC actions, on other forms of secondary liability that, like the aiding and abetting theory, have long been recognized by the SEC and the courts but are not expressly spelled out in the securities statutes.12 *201The principle the Court espouses .today — that liability may not be imposed on parties who are not within the scope of § 10(b)’s plain language — is inconsistent with long-established SEC and judicial precedent.

As a general principle, I agree, “the creation of new rights ought to be left to legislatures, not courts.” Musick, Peeler, 508 U. S., at 291. But judicial restraint does not always favor the narrowest possible interpretation of rights derived from federal statutes. While we are now properly reluctant to recognize private rights of action without an instruction from Congress, we should also be reluctant to lop off rights of action that have been recognized for decades, even if the judicial methodology that gave them birth is now out of favor. Caution is particularly appropriate here, because the judicially recognized right in question accords with the longstanding construction of the agency Congress has assigned to enforce the securities laws. Once again the Court has refused to build upon a “‘secure foundation . . . laid by others,’ ” Patterson v. McLean Credit Union, 491 U. S. 164, 222 (1989) (Stevens, J., dissenting) (quoting B. Cardozo, The Nature of the Judicial Process 149 (1921)).

I respectfully dissent.

Justice Thomas

delivered the opinion of the Court.

This case requires us to determine whether Janus Capital Management LLC (JCM), a mutual fund investment adviser, can be held hable in a private action under Securities and Exchange Commission (SEC) Rule 10b-5 for false statements included in its client mutual funds’ prospectuses. Rule 10b-5 prohibits “mak[ing] any untrue statement of a material fact” in connection with the purchase or sale of *138securities. 17 CFR §240.10b-5 (2010). We conclude that JCM cannot be held liable because it did not make the statements in the prospectuses.

I

Janus Capital Group, Inc. (JCG), is a publicly traded company that created the Janus family of mutual funds. These mutual funds are organized in a Massachusetts business trust, the Janus Investment Fund. Janus Investment Fund retained JCG’s wholly owned subsidiary, JCM, to be its investment adviser and administrator. JCG and JCM are the petitioners here.

Although JCG created Janus Investment Fund, Janus Investment Fund is a separate legal entity owned entirely by mutual fund investors. Janus Investment Fund has no assets apart from those owned by the investors. JCM provides Janus Investment Fund with investment advisory services, which include “the management and administrative services necessary for the operation of [Janus] Fun[d],” App. 225a, but the two entities maintain legal independence. At all times relevant to this case, all of the officers of Janus Investment Fund were also officers of JCM, but only one member of Janus Investment Fund’s board of trustees was associated with JCM. This is more independence than is required: By statute, up to 60 percent of the board of a mutual fund may be composed of “interested persons.” See 54 Stat. 806, as amended, 15 U. S. C. § 80a-10(a); see also § 80a-2(a)(19) (2006 ed. and Supp. IV) (defining “interested person”).

As the securities laws require, Janus Investment Fund issued prospectuses describing the investment strategy and operations of its mutual funds to investors. See §§ 77b(a)(10), 77e(b)(2), 80a-8(b), 80a-2(a)(31), 80a-29(aHb) (2006 ed.). The prospectuses for several funds represented that the funds were not suitable for market timing and can be read to suggest that JCM would implement policies to *139curb the practice.1 For example, the Janus Mercury Fund prospectus dated February 25,2002, stated that the fund was “not intended for market timing or excessive trading” and represented that it “may reject any purchase request ... if it believes that any combination of trading activity is attributable to market timing or is otherwise excessive or potentially disruptive to the Fund.” App. 141a. Although market timing is legal, it harms other investors in the mutual fund.

In September 2003, the attorney general of the State of New York filed a complaint against JCG and JCM alleging that JCG entered into secret arrangements to permit market timing in several funds run by JCM. After the complaint’s allegations became public, investors withdrew significant amounts of money from the Janus Investment Fund mutual funds.2 Because Janus Investment Fund compensated JCM based on the total value of the funds and JCM’s management *140fees constituted a significant percentage of JCG’s income, Janus Investment Fund’s loss of value affected JCG’s value as well. JCG’s stock price fell nearly 25 percent, from $17.68 on September 2 to $18.50 on September 26.

Respondent First Derivative Traders (First Derivative) represents a class of plaintiffs who owned JCG stock as of September 8, 2003. Its complaint asserts claims against JCG and JCM for violations of Rule 10b-5 and § 10(b) of the Securities Exchange Act of 1934, 48 Stat. 891, as amended, 15 U. S. C. §78j(b). First Derivative alleges that JCG and JCM “caused mutual fund prospectuses to be issued for Janus mutual funds and made them available to the investing public, which created the misleading impression that [JCG and JCM] would implement measures to curb market timing in the Janus [mutual funds].” App. to Pet. for Cert. 60a. “Had the truth been known, Janus [mutual funds] would have been less attractive to investors, and consequently, [JCG] would have realized lower revenues, so [JCG’s] stock would have traded at lower prices.” Id,, at 72a.

First Derivative contends that JCG and JCM “materially misled the investing public” and that class members relied “upon the integrity of the market price of [JCG] securities and market information relating to [JCG and JCM].” Id., at 109a. The complaint also alleges that JCG should be held liable for the acts of JCM as a “controlling person” under § 78t(a) (2006 ed., Supp. IV) (§ 20(a) of the Act).

The District Court dismissed the complaint for failure to state a claim.3 In re Mutual Funds Inv. Litigation, 487 F. Supp. 2d 618, 620 (D Md. 2007). The Court of Appeals for the Fourth Circuit reversed, holding that First Deriva*141tive had sufficiently alleged that “JCG and JCM, by participating in the writing and dissemination of the prospectuses, made the misleading statements contained in the documents.” In re Mutual Funds Inv. Litigation, 566 F. 3d 111, 121 (2009) (emphasis in original). With respect to the element of reliance, the court found that investors would infer that JCM “played a role in preparing or approving the content of the Janus fund prospectuses,” id., at 127, but that investors would not infer the same about JCG, which could be liable only as a “control person” of JCM under § 20(a). Id., at 128,129-130.

II

We granted certiorari to address whether JCM can be held liable in a private action under Rule 10b-5 for false statements included in Janus Investment Fund’s prospectuses. 561 U. S. 1024 (2010). Under Rule 10b-5, it is unlawful for “any person, directly or indirectly, . . . [t]o make any untrue statement of a material fact” in connection with the purchase or sale of securities. 17 CFR § 240.10b-5(b).4 To be liable, therefore, JCM must have “made” the material misstatements in the prospectuses. We hold that it did not.5

A

The SEC promulgated Rule 10b-5 pursuant to authority granted under § 10(b) of the Securities Exchange Act of 1934, *14215 U. S. C. § 78j(b). Although neither Rule 10b-5 nor § 10(b) expressly creates a private right of action, this Court has held that “a private right of action is implied under § 10(b).” Superintendent of Ins. of N. Y. v. Bankers Life & Casualty Co., 404 U. S. 6, 13, n. 9 (1971). That holding “remains the law,” Stoneridge Investment Partners, LLC v. Scientific-Atlanta, Inc., 552 U. S. 148, 165 (2008), but “[concerns with the judicial creation of a private cause of action caution against its expansion,” ibid. Thus, in analyzing whether JCM “made” the statements for purposes of Rule 10b-5, we are mindful that we must give “narrow dimensions ... to a right of action Congress did not authorize when it first enacted the statute and did not expand when it revisited the law.” Id., at 167.

1

One “makes” a statement by stating it. When “make” is paired with a noun expressing the action of a verb, the resulting phrase is “approximately equivalent in sense” to that verb. 6 Oxford English Dictionary 66 (def. 59) (1933) (hereinafter OED); accord, Webster’s New International Dictionary 1485 (def. 43) (2d ed. 1934) (“Make followed by a noun with the indefinite article is often nearly equivalent to the verb intransitive corresponding to that noun”). For instance, “to make a proclamation” is the approximate equivalent of “to proclaim,” and “to make a promise” approximates “to promise.” See 6 OED 66 (def. 59). The phrase at issue in Rule 10b-5, “[t]o make any . . . statement,” is thus the approximate equivalent of “to state.”

For purposes of Rule 10b-5, the maker of a statement is the person or entity with ultimate authority over the statement, including its content and whether and how to communicate it. Without control, a person or entity can merely suggest what to say, not “make” a statement in its own right. One who prepares or publishes a statement on behalf of another is not its maker. And in the ordinary case, attribution within a statement or implicit from surrounding circum*143stances is strong evidence that a statement was made by— and only by — the party to whom it is attributed. This rule might best be exemplified by the relationship between a speechwriter and a speaker. Even when a speechwriter drafts a speech, the content is entirely within the control of the person who delivers it. And it is the speaker who takes credit — or blame — for what is ultimately said.

This rule follows from Central Bank of Denver, N. A. v. First Interstate Bank of Denver, N. A., 511 U. S. 164 (1994), in which we held that Rule lOb-5's private right of action does not include suits against aiders and abettors. See id., at 180. Such suits — against entities that contribute “substantial assistance” to the making of a statement but do not actually make it — may be brought by the SEC, see 15 U. S. C. § 78t(e), but not by private parties. A broader reading of “make,” including persons or entities without ultimate control over the content of a statement, would substantially undermine Central Bank. If persons or entities without control over the content of a statement could be considered primary violators who “made” the statement, then aiders and abettors would be almost nonexistent.6

This interpretation is further supported by our recent decision in Stoneridge. There, investors sued “entities who, acting both as customers and suppliers, agreed to arrangements that allowed the investors’ company to mislead its au*144ditor and issue a misleading financial statement.” 552 U. S., at 152-153. We held that dismissal of the complaint was proper because the public could not have relied on the entities' undisclosed deceptive acts. Id., at 166-167. Significantly, in reaching that conclusion we emphasized that “nothing [the defendants] did made it necessary or inevitable for [the company] to record the transactions as it did.” Id., at 161.7 This emphasis suggests the rule we adopt today: that the maker of a statement is the entity with authority over the content of the statement and whether and how to communicate it. Without such authority, it is not “necessary or inevitable” that any falsehood will be contained in the statement.

Our holding also accords with the narrow scope that we must give the implied private right of action. Id., at 167. Although the existence of the private right is now settled, we will not expand liability beyond the person or entity that ultimately has authority over a false statement.

2

The Government contends that “make” should be defined as “create.” Brief for United States as Amicus Curiae 14-15 (citing Webster’s New International Dictionary 1485 (2d ed. 1958) (defining “make” as “[t]o cause to exist, appear, or occur”)). This definition, although perhaps appropriate when “make” is directed at an object unassociated with a verb (e. g., “to make a chair”), fails to capture its meaning when directed at an object expressing the action of a verb.

Adopting the Government’s definition of “make” would also lead to results inconsistent with our precedent. The Government’s definition would permit private plaintiffs *145to sue a person who “provides the false or misleading information that another person then puts into the statement.” Brief for United States as Amicus Curiae 13.8 But in Stoneridge, we rejected a private Rule 10b-5 suit against companies involved in deceptive transactions, even when information about those transactions was later incorporated into false public statements. 552 U. S., at 161. We see no reason to treat participating in the drafting of a false statement differently from engaging in deceptive transactions, when each is merely an undisclosed act preceding the decision of an independent entity to make a public statement.

For its part, First Derivative suggests that the “well-recognized and uniquely close relationship between a mutual fund and its investment adviser” should inform our decision. Brief for Respondent 21. It suggests that an investment adviser should generally be understood to be the “maker” of statements by its client mutual fund, like a playwright whose lines are delivered by an actor. We decline this invitation to disregard the corporate form. Although First Derivative and its amici persuasively argue that investment advisers *146exercise significant influence over their client funds, see Jones v. Harris Associates L. P., 559 U. S. 335, 338 (2010), it is undisputed that the corporate formalities were observed here. JCM and Janus Investment Fund remain legally separate entities, and Janus Investment Fund’s board of trustees was more independent than the statute requires. 15 U. S. C. § 80a-10 (2006 ed.).9 Any reapportionment of liability in the securities industry in light of the close relationship between investment advisers and mutual funds is properly the responsibility of Congress and not the courts. Moreover, just as with the Government’s theory, First Derivative’s rule would create the broad liability that we rejected in Stoneridge.

Congress also has established liability in § 20(a) for “[ejvery person who, directly or indirectly, controls any person liable” for violations of the securities laws. §78t(a) (2006 ed., Supp. IV). First Derivative’s theory of liability based on a relationship of influence resembles the liability imposed by Congress for control. To adopt First Derivative’s theory would read into Rule 10b-5 a theory of liability similar to — but broader in application than, see post, at 156— what Congress has already created expressly elsewhere.10 We decline to do so.

B

Under this rule, JCM did not “make” any of the statements in the Janus Investment Fund prospectuses; Janus Invest*147ment Fund did. Only Janus Investment Fund — not JCM— bears the statutory obligation to file the prospectuses with the SEC. §§77e(b)(2), 80a-8(b), 80a-29(a)-(b); see also 17 CFR .§ 230.497 (imposing requirements on “investment companies”). The SEC has recorded that Janus Investment Fund filed the prospectuses. See JIF Groupl Standalone Prospectuses (Feb. 25, 2002), online at http://www. sec.gov/Archives/edgar/data/277751/000027775102000049/ 0000277751-02-000049.txt (as visited June 10, 2011, and available in Clerk of Court’s case file) (recording the “Filer” of the Janus Mercury Fund prospectus as “Janus Investment Fund”). There is no allegation that JCM in fact filed the prospectuses and falsely attributed them to Janus Investment Fund. Nor did anything on the face of the prospectuses indicate that any statements therein came from JCM rather than Janus Investment Fund — a legally independent entity with its own board of trustees.11

First Derivative suggests that both JCM and Janus Investment Fund might have “made” the misleading state*148ments within the meaning of Rule 10b-5 because JCM was significantly involved in preparing the prospectuses. But this assistance, subject to the ultimate control of Janus Investment Fund, does not mean that JCM “made” any statements in the prospectuses. Although JCM, like a speechwriter, may have assisted Janus Investment Fund with crafting what Janus Investment Fund said in the prospectuses, JCM itself did not “make” those statements for purposes of Rule 10b-5.12

* * *

The statements in the Janus Investment Fund prospectuses were made by Janus Investment Fund, not by JCM. Accordingly, First Derivative has not stated a claim against JCM under Rule 10b-5. The judgment of the United States Court of Appeals for the Fourth Circuit is reversed.

It is so ordered.

Justice Breyer,

with whom Justice Ginsburg, Justice Sotomayor, and Justice Kagan join,

dissenting.

This case involves a private Securities and Exchange Commission (SEC) Rule 10b-5 action brought by a group of investors against Janus Capital Group, Inc., and Janus Capital Management LLC (Janus Management), a firm that acted as an investment adviser to a family of mutual funds (collectively, the Janus Fund or Fund). The investors claim *149that Janus Management knowingly made materially false or misleading statements that appeared in prospectuses issued by the Janus Fund. They say that they relied upon those statements, and that they suffered resulting economic harm.

Janus Management and the Janus Fund are closely related. Each of the Fund's officers is a Janus Management employee. Janus Management, acting through those employees (and other of its employees), manages the purchase, sale, redemption, and distribution of the Fund’s investments. Janus Management prepares, modifies, and implements the Janus Fund’s long-term strategies. And Janus Management, acting through those employees, carries out the Fund’s daily activities.

Rule 10b — IS says in relevant, part that it is unlawful for “any person, directly or indirectly . . . [t]o make any untrue statement of a material fact” in connection with the purchase or sale of securities. 17 CFR § 240.10b-5(b) (2010) (emphasis added). See also 15 U. S. C. § 78j(b) (2006 ed., Supp. IV) (§ 10(b) of the Securities Exchange Act of 1934). The specific legal question before us is whether Janus Management can be held responsible under the Rule for having “ma[d]e” certain false statements about the Janus Fund’s activities. The statements in question appear in the Janus Fund’s prospectuses.

The Court holds that only the Janus Fund, not Janus Management, could have “ma[d]e” those statements. The majority points out that the Janus Fund’s board of trustees has “ultimate authority” over the content of the statements in a Fund prospectus. And in the majority’s view, only “the person or entity with ultimate authority over the statement, including its content and whether and how to communicate it,” can “make” a statement within the terms of Rule 10b~5. Ante, at 142.

In my view, however, the majority has incorrectly interpreted the Rule’s word “make.” Neither common English *150nor this Court’s earlier cases limit the scope of that word to those with “ultimate authority” over a statement's content. To the contrary, both language and case law indicate that, depending upon the circumstances, a management company, a board of trustees, individual company officers, or others, separately or together, might “make” statements contained in a firm’s prospectus — even if a board of directors has ultimate content-related responsibility. And the circumstances here are such that a court could find that Janus Management made the statements in question.

HH

Respondent s complaint sets forth the basic elements of a typical Rule 10b-5 “fraud on the market” claim. It alleges that Janus Management made statements that “created the misleading impression that” it “would implement measures to curb” a trading strategy called “market timing.” Second Amended Complaint ¶6 (hereinafter Complaint), App. to Pet. for Cert. 60a. The complaint adds that Janus Management knew that these “market timing” statements were false; that the statements were material; that the market, in pricing securities (including related securities) relied upon the statements; that as a result, when the truth came out (that Janus Management indeed permitted “market timing” in the Janus Fund), the price of relevant shares fell; and the false statements thereby caused respondent significant economic losses. Complaint ¶¶4-10, id., at 60a-63a. Cf. Stoneridge Investment Partners, LLC v. Scientific-Atlanta, Inc., 552 U. S. 148, 157 (2008) (identifying the elements of “a typical § 10(b) private action”).

The majority finds the complaint fatally flawed, however, because (1) Rule 10b-5 says that no “person” shall “directly or indirectly . . . make any untrue statement of a material fact,” (2) the statements at issue appeared in the Janus Fund’s prospectuses, and (3) only “the person or entity with ultimate authority over the statement, including its content *151and whether and how to communicate it,” can “make” a false statement. Ante, at 138-139, 141-143.

But where can the majority find legal support for the rule that it enunciates? The English language does not impose upon the word “make” boundaries of the kind the majority finds determinative. Every day, hosts of corporate officials make statements with content that more senior officials or the board of directors have “ultimate authority” to control. So do cabinet officials make statements about matters that the Constitution places within the ultimate authority of the President. So do thousands, perhaps millions, of other employees make statements that, as to content, form, or timing, are subject to the control of another.

Nothing in the English language prevents one from saying that several different individuals, separately or together, “make” a statement that each has a hand in producing. For example, as a matter of English, one can say that a national political party has made a statement even if the only written communication consists of uniform press releases issued in the name of local party branches; one can say that one foreign nation has made a statement even when the officials of a different nation (subject to its influence) speak about the matter; and one can say that the President has made a statement even if his press officer issues a communication, sometimes in the press officer’s own name. Practical matters related to context, including control, participation, and relevant audience, help determine who “makes” a statement and to whom that statement may properly be “attributed,” see ante, at 147, n. 11 — at least as far as ordinary English is concerned.

Neither can the majority find support in any relevant precedent. The majority says that its rule “follows from Central Bank of Denver, N. A. v. First Interstate Bank of Denver, N. A., 511 U. S. 164 (1994),” in which the Court “held that Rule 10b-5’s private right of action does not include suits against aiders and abettors.” Ante, at 143. But Central *152 Bank concerns a different matter. And it no more requires the majority’s rule than free air travel for small children requires free air travel for adults.

Central Bank is a case about secondary liability, liability attaching, not to an individual making a false statement, but to an individual helping someone else do so. Central Bank involved a bond issuer accused of having made materially false statements, which overstated the values of property that backed the bonds. Central Bank also involved a defendant that was a bank, serving as indenture trustee, which was supposed to check the bond issuer’s valuations. The plaintiffs claimed that the bank delayed its valuation checks and thereby helped the issuer make its false statements credible. The question before the Court concerned the bank’s liability — a secondary liability for “aiding and abetting” the bond issuer, who (on the theory set forth) was primarily liable.

The Court made this clear. The question presented was “whether private civil liability under § 10(b) extends ... to those who do not engage in the manipulative or deceptive practice, but who aid and abet the violation.” 511 U. S., at 167 (emphasis added). The Court wrote that “aiding and abetting liability reaches persons who do not engage in the proscribed activities at all, but who give a degree of aid to those who do.” Id., at 176 (emphasis added). The Court described civil law “aiding and abetting” as “'know-ting] that the other’s conduct constitutes a breach of duty and giv[ing] substantial assistance or encouragement to the other . . . Id., at 181 (quoting Restatement (Second) of Torts § 876(b) (1977); emphasis added). And it reviewed a Court of Appeals decision that had defined the elements of aiding and abetting as “(1) a primary violation of § 10(b); (2) recklessness by the aider and abettor as to the existence of the primary violation; and (3) substantial assistance given to the primary violator by the aider and abettor.” 511 U. S., at 168 (emphasis added). Faced with this question, *153the Court answered that § 10(b) and Rule 10b-5 do not provide for this kind of “aiding and abetting” liability in private suits.

By way of contrast, the present case is about primary liability — about individuals who allegedly themselves “make” materially false statements, not about those who help others to do so. The question is whether Janus Management is primarily liable for violating the Act, not whether it simply helped others violate the Act. The Central Bank defendant concededly did not make the false statements in question (others did), while here the defendants allegedly did make those statements. And a rule (the majority’s rule) absolving those who allegedly did, make false statements does not “follow from” a rule (Central Bank’s rule) absolving those who concededly did not do so.

The majority adds that to interpret the word “make” as including those “without ultimate control over the content of a statement” would “substantially undermine” Central Bank’s holding. Ante, at 143. Would it? The Court in Central Bank specifically wrote that its holding did

“not mean that secondary actors in the securities markets are always free from liability under the securities Acts. Any person or entity, including a lawyer, accountant, or bank, who employs a manipulative device or makes a material misstatement (or omission) on which a purchaser or seller of securities relies may be liable as a primary violator under 1 Ob-5, assuming all of the requirements for primary liability under Rule 10b-5 are met.” 511 U. S., at 191 (some emphasis added).

Thus, as far as Central Bank is concerned, depending upon the circumstances, board members, senior firm officials, officials tasked to develop a marketing document, large investors, or others (taken together or separately) all might “make” materially false statements subjecting themselves to *154primary liability. The majority’s rule does not protect, it extends, Central Bank’s holding of no-liability into new territory that Central Bank explicitly placed outside that holding. And by ignoring the language in which Central Bank did so, the majority’s rule itself undermines Central Bank. Where is the legal support for the majority’s “draw[ing] a clean line,” ante, at 143, n. 6, that so seriously conflicts with Central Bank? Indeed, where is the legal support for the majority’s suggestion that plaintiffs must show some kind of “attribution” of a statement to a defendant, ante, at 147, n. 11 — if it means plaintiffs must show, not only that the defendant “ma[d]e” the statement, but something more?

The majority also refers to Stoneridge, but that case offers it no help. In Stoneridge, firms that supplied electronic equipment to a cable television company agreed with the cable television company to enter into a series, of fraudulent sales and purchases, for example, a sale at an unusually high price, thereby providing funds which the suppliers would use to buy advertising from the cable television company. These arrangements enabled the cable television company to fool its accountants (and ultimately the public) into believing that it had more revenue (for example, advertising revenue) than it really had. As part of the agreement, the companies exchanged letters and backdated contracts to conceal the fraud. Investors subsequently sued the cable television company, some of its officers, its auditors, and the equipment suppliers, as well, claiming that all of them had engaged in a scheme to defraud securities purchasers. In respect to most of the defendants, investors identified allegedly materially false statements contained in the cable television company’s financial statements or similar documents. But in respect to the equipment suppliers, investors claimed that the relevant deceptive conduct was in the letters, backdated contracts, and related oral conversations about the scheme. The investors argued that the *155equipment suppliers, “by participating in the transactions,” violated § 10(b) and Rule 10b-5. Stoneridge, 552 U. S., at 155.

The Court held that the equipment suppliers could not be found liable for securities fraud in a private suit under § 10(b). But in doing so, it did not deny that the equipment suppliers had made the false statements contained in the letters, contracts, and conversations. See id., at 158-159. Rather, the Court said the issue in the case was whether “any deceptive statement or act respondents made was not actionable because it did not have the requisite proximate relation to the investors’ harm.” Ibid, (emphasis added). And it held that these deceptive statements or actions could not provide a basis for liability because the investors could not prove sufficient reliance upon the particular false statements that the equipment suppliers had made.

The Court pointed out that the equipment suppliers “had no duty to disclose; and their deceptive acts were not communicated to the public.” Id., at 159. And the Court went on to say that “as a result,” the investors “cannot show reliance upon any” of the equipment suppliers’ actions, “except in an indirect chain that we find too remote for liability.” Ibid. The Court concluded:

“[The equipment suppliers’] deceptive acts, which were not disclosed to the investing public, are too remote to satisfy the requirement of reliance. It was [the cable company], not [the equipment suppliers], that misled its auditor and filed fraudulent financial statements; nothing [the equipment suppliers] did made it necessary or inevitable for [the cable company] to record the transactions as it did.” Id., at 161.

Insofar as the equipment suppliers’ conduct was at issue, the fraudulent “arrangement. . . took place in the marketplace for goods and services, not in the investment sphere.” Id., at 166.

*156It is difficult for me to see how Stoneridge “support[sj” the majority’s rule. Ante, at 143. No one in Stoneridge disputed the making of the relevant statements, the fraudulent contracts, and the like. And no one in Stoneridge contended that the equipment suppliers were, in fact, the makers of the cable company’s misstatements. Rather, Stoneridge was concerned with whether the equipment suppliers’ separate statements were sufficiently disclosed in the securities marketplace so as to be the basis for investor reliance. They were not. But this is a different inquiry than whether statements acknowledged to have been disclosed in the securities marketplace and ripe for reliance can be said to have been “ma[d]e” by one or another actor. How then does Stone-ridge support the majority’s new rule?

The majority adds that its rule is necessary to avoid “a theory of liability similar to — but broader in application than” — §20(a)’s liability, for “ '[ejvery person who, directly or indirectly, controls any person liable’ for violations of the securities laws.” Ante, at 146 (quoting 15 U. S. C. § 78t(a). But that is not so. This Court has explained that the possibility of an express remedy under the securities laws does not preclude a claim under § 10(b). Herman & MacLean v. Huddleston, 459 U. S. 375, 388 (1983).

More importantly, a person who is hable under § 20(a) controls another “person” who is “liable” for a securities violation. Morrison v. National Australia Bank Ltd., 561 U. S. 247, 253, n. 2 (2010) (“Liability under § 20(a) is obviously derivative of liability under some other provision of the Exchange Act”). We here examine whether a person is primarily liable whether they do, or they do not, control another person who is liable. That is to say, here, the liability of some “other person” is not at issue.

And there is at least one significant category of cases that § 10(b) may address that derivative forms of liability, such as under § 20(a), cannot, namely, cases in which one actor exploits another as an innocent intermediary for its misstate*157ments. Here, it may well be that the Fund’s board of trustees knew nothing about the falsity of the prospectuses. See, e. g., In re Lammert, Release No. 348, 93 S. E. C. Docket 5676, 5700 (2008) (Janus Management was aware of market timing in the Janus Fund no’ later than 2002, but “[t]his knowledge was never shared with the Board”). And if so, § 20(a) would not apply.

The possibility of guilty management and innocent board is the 13th stroke of the new rule’s clock. What is to happen when guilty management writes a prospectus (for the board) containing materially false statements and fools both board and public into believing they are true? Apparently under the majority’s rule, in such circumstances no one could be found to have “ma[d]e” a materially false statement — even though under the common law the managers would likely have been guilty or liable (in analogous circumstances) for doing so as principals (and not as aiders and abettors). See, e. g., 2 W. LaFave, Substantive Criminal Law § 13.1(a) (2d ed. 2003); 1 M. Hale, Pleas of the Crown 617 (1736); Perkins, Parties to Crime, 89 U. Pa. L. Rev. 581, 583 (1941) (one is guilty as a principal when one uses an innocent third party to commit a crime); Restatement (Second) of Torts §533 (1976). Cf. United States v. Giles, 300 U. S. 41, 48-49 (1937).

Indeed, under the majority’s rule it seems unlikely that the SEC itself in such circumstances could exercise the authority Congress has granted it to pursue primary violators who “make” false statements or the authority that Congress has specifically provided to prosecute aiders and abettors to securities violations. See § 104, 109 Stat. 757 (codified at 15 U. S. C. § 78t(e)) (granting SEC authority to prosecute aiders and abettors). That is because the managers, not having “ma[d]e” the statement, would not be liable as principals and there would be no other primary violator they might have tried to “aid” or “abet.” Ibid.; SEC v. DiBella, 587 F. 3d 553, 566 (CA2 2009) (prosecution for aiding and abetting re*158quires primary violation to which offender gave “substantial assistance” (internal quotation marks omitted)).

If the majority believes, as its footnote hints, that § 20(b) could provide a basis for liability in this case, ante, at 146, n. 10, then it should remand the case for possible amendment of the complaint. “There is a dearth of authority construing Section 20(b),” which has been thought largely “superfluous in 10b-5 cases.” 5B A. Jacobs, Disclosure and Remedies Under the Securities Law § 11-8, p. 11-72 (2011). Hence respondent, who reasonably thought that it referred to the proper securities law provision, is faultless for failing to mention § 20(b) as well.

In sum, I can find nothing in § 10(b) or in Rule 10b-5, its language, its history, or in precedent suggesting that Congress, in enacting the securities laws, intended a loophole of the kind that the majority’s rule may well create.

II

Rejecting the majority’ s rule, of course, does not decide the question before us. We must still determine whether, in light of the complaint’s allegations, Janus Management could have “ma[d]e” the false statements in the prospectuses at issue. In my view, the answer to this question is “Yes.” The specific relationships alleged among Janus Management, the Janus Fund, and the prospectus statements warrant the conclusion that Janus Management did “make” those statements.

In part, my conclusion reflects the fact that this Court and lower courts have made clear that at least sometimes corporate officials and others can be held liable under Rule 10b-5 for having “ma[d]e” a materially false statement even when that statement appears in a document (or is made by a third person) that the officials do not legally control. In Herman & MacLean, for example, this Court pointed out that “certain individuals who play a part in preparing the registration statement,” including corporate officers, lawyers, and *159accountants, may be primarily liable even where “they are not named as having prepared or certified” the registration statement. 459 U. S., at 386, n. 22. And as I have already pointed out, this Court wrote in Central Bank that a “lawyer, accountant, or bank, who . . . makes a material misstatement (or omission) on which a purchaser or seller of securities relies may be liable as a primary violator under 10b-5, assuming all of the requirements for primary liability under Rule 10b-5 are met.” 511 U. S., at 191 (some emphasis added).

Given tbe statements in our opinions, it is not surprising that lower courts have found , primary liability for actors without “ultimate authority” over issued statements. One court, for example, concluded that an accountant could be primarily liable for having “ma[d]e” false statements, where he issued fraudulent opinion and certification letters reproduced in prospectuses, annual reports, and other corporate materials for which he was not ultimately responsible. Anixter v. Home-Stake Production Co., 77 F. 3d 1215, 1225-1227 (CA10 1996). In a later case postdating Stoneridge, that court reaffirmed that an outside consultant could be primarily liable for having “ma[d]e” false statements, where he drafted fraudulent quarterly and annual filing statements later reviewed and certified by the firm’s auditor, officers, and counsel. SEC v. Wolfson, 539 F. 3d 1249, 1261 (CA10 2008). And another court found that a corporation’s chief financial officer could be held primarily liable as having “ma[d]e” misstatements that appeared in a form 10-K. that she prepared but did not sign or file. McConville v. SEC, 465 F. 3d 780, 787 (CA7 2006).

One can also easily find lower court cases explaining that corporate officials may be liable for having “ma[d]e” false statements where those officials use innocent persons as conduits through which the false statements reach the public (without necessarily attributing the false statements to the officials). See, e. g., In re Navarre Corp. Securities Litiga *160 tion, 299 F. 3d 735, 743 (CA8 2002) (liability may be premised on use of analysts as a conduit to communicate false statements to market); In re Cabletron Systems, Inc., 311 F. 3d 11, 38 (CA1 2002) (rejecting a test requiring legal “control” over third parties making statements as giving “company officials too much leeway to commit fraud on the market by using analysts as their mouthpieces” (internal quotation marks omitted)); Novak v. Kasaks, 216 F. 3d 300, 314-315 (CA2 2000); Cooper v. Pickett, 137 F 3d 616, 624 (CA9 1997); Freeland v. Iridium World Communications, Ltd., 545 F Supp. 2d 59, 75-76 (DC 2008).

My conclusion also reflects the particular circumstances that the complaint alleges. The complaint states that “Janus Management, as investment advisor to the funds, is responsible for the day-to-day management of its investment portfolio and other business affairs of the funds. Janus Management furnishes advice and recommendations concerning the funds’ investments, as well as administrative, compliance and accounting services for the funds.” Complaint ¶ 18, App. to Pet. for Cert. 65a. Each of the Fund’s 17 officers was a vice president of Janus Management. App. 250a-258a. The Fund has “no assets separate and apart from those they hold for shareholders.” In re Mutual Funds Inv. Litigation, 384 F. Supp. 2d 845, 853, n. 3 (Md. 2005). Janus Management disseminated the Fund prospectuses through its parent company’s Web site. Complaint ¶ 38, App. to Pet. for Cert. 72a. Janus Management employees drafted and reviewed the Fund prospectuses, including language about “market timing.” Complaint ¶31, id., at 69a; In re Mutual Funds Inv. Litigation, 590 F. Supp. 2d 741, 747 (Md. 2008). And Janus Management may well have kept the trustees in the dark about the true “market Liming” facts. Complaint ¶ 51, App. to Pet. for Cert. 80a; In re Lam-mert, 93 S. E. C. Docket, at 5700.

Given these circumstances,. as long as some managers, sometimes, can be held to have “ma[d]e” a materially false *161statement, Janus Management can be held to have done so on the facts alleged here. The relationship between Janus Management and the Fund could hardly have been closer. Janus Management’s involvement in preparing and writing the relevant statements could hardly have been greater. And there is a serious suggestion that the board itself knew little or nothing about the falsity of what was said. See supra, at 157, 160. Unless we adopt a formal rule (as the majority here has done) that would arbitrarily exclude from the scope of the word “make” those who manage a firm— even when those managers perpetrate a fraud through an unknowing intermediary — the management company at issue here falls within that scope. We should hold the allegations in the complaint in this respect legally sufficient.

With respect, I dissent.

Justice BREYER delivered the opinion of the Court.

Securities and Exchange Commission Rule 10b-5 makes it unlawful:

"(a) To employ any device, scheme, or artifice to defraud,

"(b) To make any untrue statement of a material fact ..., or

"(c) To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit ...

in connection with the purchase or sale of any security." 17 C.F.R. § 240.10b-5 (2018).

In Janus Capital Group, Inc. v. First Derivative Traders , 564 U.S. 135, 131 S.Ct. 2296, 180 L.Ed.2d 166 (2011), we examined the second of these provisions, Rule 10b-5(b), which forbids the "mak[ing]" of "any untrue statement of a material fact." We held that the "maker of a statement is the person or entity with ultimate authority over the statement, including its content and whether and how to communicate it." Id. , at 142, 131 S.Ct. 2296 (emphasis added). We said that "[w]ithout control, a person or entity can merely suggest what to say, not 'make' a statement in its own right." Ibid. And we illustrated our holding with an analogy: "[W]hen a speechwriter drafts a speech, the content is entirely within the control of the person who delivers it. And it is the speaker who takes credit-or blame-for what is ultimately said." Id., at 143, 131 S.Ct. 2296. On the facts of Janus , this meant that an investment adviser who had merely "participat[ed] in the drafting of a false statement" "made" by another could not be *1099held liable in a private action under subsection (b) of Rule 10b-5. Id., at 145, 131 S.Ct. 2296.

In this case, we consider whether those who do not "make" statements (as Janus defined "make"), but who disseminate false or misleading statements to potential investors with the intent to defraud, can be found to have violated the other parts of Rule 10b-5, subsections (a) and (c), as well as related provisions of the securities laws, § 10(b) of the Securities Exchange Act of 1934, 48 Stat. 891, as amended, 15 U.S.C. § 78j(b), and § 17(a)(1) of the Securities Act of 1933, 48 Stat. 84-85, as amended, 15 U.S.C. § 77q(a)(1). We believe that they can.

I

A

For our purposes, the relevant facts are not in dispute. Francis Lorenzo, the petitioner, was the director of investment banking at Charles Vista, LLC, a registered broker-dealer in Staten Island, New York. Lorenzo's only investment banking client at the time was Waste2Energy Holdings, Inc., a company developing technology to convert "solid waste" into "clean renewable energy."

In a June 2009 public filing, Waste2Energy stated that its total assets were worth about $14 million. This figure included intangible assets, namely, intellectual property, valued at more than $10 million. Lorenzo was skeptical of this valuation, later testifying that the intangibles were a "dead asset" because the technology "didn't really work."

During the summer and early fall of 2009, Waste2Energy hired Lorenzo's firm, Charles Vista, to sell to investors $15 million worth of debentures, a form of "debt secured only by the debtor's earning power, not by a lien on any specific asset," Black's Law Dictionary 486 (10th ed. 2014).

In early October 2009, Waste2Energy publicly disclosed, and Lorenzo was told, that its intellectual property was worthless, that it had " ' "[w]rit[ten] off ... all [of its] intangible assets," ' " and that its total assets (as of March 31, 2009) amounted to $370,552.

Shortly thereafter, on October 14, 2009, Lorenzo sent two e-mails to prospective investors describing the debenture offering. According to later testimony by Lorenzo, he sent the e-mails at the direction of his boss, who supplied the content and "approved" the messages. The e-mails described the investment in Waste2Energy as having "3 layers of protection," including $10 million in "confirmed assets." The e-mails nowhere revealed the fact that Waste2Energy had publicly stated that its assets were in fact worth less than $400,000. Lorenzo signed the e-mails with his own name, he identified himself as "Vice President-Investment Banking," and he invited the recipients to "call with any questions."

B

In 2013, the Securities and Exchange Commission instituted proceedings against Lorenzo (along with his boss and Charles Vista). The Commission charged that Lorenzo had violated Rule 10b-5, § 10(b) of the Exchange Act, and § 17(a)(1) of the Securities Act. Ultimately, the Commission found that Lorenzo had run afoul of these provisions by sending false and misleading statements to investors with intent to defraud. As a sanction, it fined Lorenzo $15,000, ordered him to cease and desist from violating the securities laws, and barred him from working in the securities industry for life.

*1100Lorenzo appealed, arguing primarily that in sending the e-mails he lacked the intent required to establish a violation of Rule 10b-5, § 10(b), and § 17(a)(1), which we have characterized as " 'a mental state embracing intent to deceive, manipulate, or defraud.' " Aaron v. SEC , 446 U.S. 680, 686, and n. 5, 100 S.Ct. 1945, 64 L.Ed.2d 611 (1980). With one judge dissenting, the Court of Appeals panel rejected Lorenzo's lack-of-intent argument. 872 F.3d 578, 583 (C.A.D.C. 2017). Lorenzo does not challenge the panel's scienter finding. Reply Brief 17.

Lorenzo also argued that, in light of Janus , he could not be held liable under subsection (b) of Rule 10b-5. 872 F.3d at 586-587. The panel agreed. Because his boss "asked Lorenzo to send the emails, supplied the central content, and approved the messages for distribution," id. , at 588, it was the boss that had "ultimate authority" over the content of the statement "and whether and how to communicate it," Janus , 564 U.S. at 142, 131 S.Ct. 2296. (We took this case on the assumption that Lorenzo was not a "maker" under subsection (b) of Rule 10b-5, and do not revisit the court's decision on this point.)

The Court of Appeals nonetheless sustained (with one judge dissenting) the Commission's finding that, by knowingly disseminating false information to prospective investors, Lorenzo had violated other parts of Rule 10b-5, subsections (a) and (c), as well as § 10(b) and § 17(a)(1).

Lorenzo then filed a petition for certiorari in this Court. We granted review to resolve disagreement about whether someone who is not a "maker" of a misstatement under Janus can nevertheless be found to have violated the other subsections of Rule 10b-5 and related provisions of the securities laws, when the only conduct involved concerns a misstatement. Compare e.g., 872 F.3d 578, with WPP Luxembourg Gamma Three Sarl v. Spot Runner, Inc. , 655 F.3d 1039, 1057-1058 (C.A.9 2011).

II

A

At the outset, we review the relevant provisions of Rule 10b-5 and of the statutes. See Appendix, infra . As we have said, subsection (a) of the Rule makes it unlawful to "employ any device, scheme, or artifice to defraud." Subsection (b) makes it unlawful to "make any untrue statement of a material fact." And subsection (c) makes it unlawful to "engage in any act, practice, or course of business" that "operates ... as a fraud or deceit." See 17 C.F.R. § 240.10b-5.

There are also two statutes at issue. Section 10(b) makes it unlawful to "use or employ ... any manipulative or deceptive device or contrivance" in contravention of Commission rules and regulations. 15 U.S.C. § 78j(b). By its authority under that section, the Commission promulgated Rule 10b-5. The second statutory provision is § 17(a), which, like Rule 10b-5, is organized into three subsections. 15 U.S.C. § 77q(a). Here, however, we consider only the first subsection, § 17(a)(1), for this is the only subsection that the Commission charged Lorenzo with violating. Like Rule 10b-5(a), (a)(1) makes it unlawful to "employ any device, scheme, or artifice to defraud."

B

After examining the relevant language, precedent, and purpose, we conclude that (assuming other here-irrelevant legal requirements are met) dissemination of false or misleading statements with intent to defraud can fall within the scope of subsections (a) and (c) of Rule 10b-5, as well as the relevant statutory provisions.

*1101In our view, that is so even if the disseminator did not "make" the statements and consequently falls outside subsection (b) of the Rule.

It would seem obvious that the words in these provisions are, as ordinarily used, sufficiently broad to include within their scope the dissemination of false or misleading information with the intent to defraud. By sending emails he understood to contain material untruths, Lorenzo "employ[ed]" a "device," "scheme," and "artifice to defraud" within the meaning of subsection (a) of the Rule, § 10(b), and § 17(a)(1). By the same conduct, he "engage[d] in a[n] act, practice, or course of business" that "operate[d] ... as a fraud or deceit" under subsection (c) of the Rule. Recall that Lorenzo does not challenge the appeals court's scienter finding, so we take for granted that he sent the emails with "intent to deceive, manipulate, or defraud" the recipients. Aaron , 446 U.S. at 686, n. 5, 100 S.Ct. 1945. Under the circumstances, it is difficult to see how his actions could escape the reach of those provisions.

Resort to dictionary definitions only strengthens this conclusion. A " 'device,' " we have observed, is simply " '[t]hat which is devised, or formed by design' "; a " 'scheme' " is a " 'project,' " " 'plan[,] or program of something to be done' "; and an " 'artifice' " is " 'an artful stratagem or trick.' " Id. , at 696, n. 13, 100 S.Ct. 1945 (quoting Webster's International Dictionary 713, 2234, 157 (2d ed. 1934) (Webster's Second)). By these lights, dissemination of false or misleading material is easily an "artful stratagem" or a "plan," "devised" to defraud an investor under subsection (a). See Rule 10b-5(a) (making it unlawful to "employ any device, scheme, or artifice to defraud"); § 17(a)(1) (same). The words "act" and "practice" in subsection (c) are similarly expansive. Webster's Second 25 (defining "act" as "a doing" or a "thing done"); id., at 1937 (defining "practice" as an "action" or "deed"); see Rule 10b-5(c) (making it unlawful to "engage in a[n] act, practice, or course of business" that "operates ... as a fraud or deceit").

These provisions capture a wide range of conduct. Applying them may present difficult problems of scope in borderline cases. Purpose, precedent, and circumstance could lead to narrowing their reach in other contexts. But we see nothing borderline about this case, where the relevant conduct (as found by the Commission) consists of disseminating false or misleading information to prospective investors with the intent to defraud. And while one can readily imagine other actors tangentially involved in dissemination-say, a mailroom clerk-for whom liability would typically be inappropriate, the petitioner in this case sent false statements directly to investors, invited them to follow up with questions, and did so in his capacity as vice president of an investment banking company.

C

Lorenzo argues that, despite the natural meaning of these provisions, they should not reach his conduct. This is so, he says, because the only way to be liable for false statements is through those provisions that refer specifically to false statements. Other provisions, he says, concern "scheme liability claims" and are violated only when conduct other than misstatements is involved. Brief for Petitioner 4-6, 28-30. Thus, only those who "make" untrue statements under subsection (b) can violate Rule 10b-5 in connection with statements. (Similarly, § 17(a)(2) would be the sole route for finding liability for statements under § 17(a).) Holding to the contrary, he and the dissent insist, would render subsection (b) of Rule 10b-5 "superfluous." See post , at 1108 - 1109 (opinion of THOMAS, J.).

*1102The premise of this argument is that each of these provisions should be read as governing different, mutually exclusive, spheres of conduct. But this Court and the Commission have long recognized considerable overlap among the subsections of the Rule and related provisions of the securities laws. See Herman & MacLean v. Huddleston , 459 U.S. 375, 383, 103 S.Ct. 683, 74 L.Ed.2d 548 (1983) ("[I]t is hardly a novel proposition that" different portions of the securities laws "prohibit some of the same conduct" (internal quotation marks omitted)). As we have explained, these laws marked the "first experiment in federal regulation of the securities industry." SEC v. Capital Gains Research Bureau, Inc. , 375 U.S. 180, 198, 84 S.Ct. 275, 11 L.Ed.2d 237 (1963). It is "understandable, therefore," that "in declaring certain practices unlawful," it was thought prudent "to include both a general proscription against fraudulent and deceptive practices and, out of an abundance of caution, a specific proscription against nondisclosure" even though "a specific proscription against nondisclosure" might in other circumstances be deemed "surplusage." Id., at 198-199, 84 S.Ct. 275. "Each succeeding prohibition" was thus "meant to cover additional kinds of illegalities-not to narrow the reach of the prior sections." United States v. Naftalin , 441 U.S. 768, 774, 99 S.Ct. 2077, 60 L.Ed.2d 624 (1979). We have found " 'no warrant for narrowing alternative provisions ... adopted with the purpose of affording added safeguards.' " Ibid. (quoting United States v. Gilliland , 312 U.S. 86, 93, 61 S.Ct. 518, 85 L.Ed. 598 (1941) ); see Affiliated Ute Citizens of Utah v. United States , 406 U.S. 128, 152-153, 92 S.Ct. 1456, 31 L.Ed.2d 741 (1972) (While "the second subparagraph of [Rule 10b-5] specifies the making of an untrue statement ... [t]he first and third subparagraphs are not so restricted"). And since its earliest days, the Commission has not viewed these provisions as mutually exclusive. See, e.g., In re R. D. Bayly & Co. , 19 S. E. C. 773 (1945) (finding violations of what would become Rules 10b-5(b) and (c) based on the same misrepresentations and omissions); In re Arthur Hays & Co. , 5 S. E. C. 271 (1939) (finding violations of both §§ 17(a)(2) and (a)(3) based on false representations in stock sales).

The idea that each subsection of Rule 10b-5 governs a separate type of conduct is also difficult to reconcile with the language of subsections (a) and (c). It should go without saying that at least some conduct amounts to "employ[ing]" a "device, scheme, or artifice to defraud" under subsection (a) as well as "engag[ing] in a[n] act ... which operates ... as a fraud" under subsection (c). In Affiliated Ute , for instance, we described the "defendants' activities" as falling "within the very language of one or the other of those subparagraphs, a 'course of business' or a 'device, scheme, or artifice' that operated as a fraud." 406 U.S. at 153, 92 S.Ct. 1456. (The dissent, for its part, offers no account of how the superfluity problems that motivate its interpretation can be avoided where subsections (a) and (c) are concerned.)

Coupled with the Rule's expansive language, which readily embraces the conduct before us, this considerable overlap suggests we should not hesitate to hold that Lorenzo's conduct ran afoul of subsections (a) and (c), as well as the related statutory provisions. Our conviction is strengthened by the fact that we here confront behavior that, though plainly fraudulent, might otherwise fall outside the scope of the Rule. Lorenzo's view that subsection (b), the making-false-statements provision, exclusively regulates conduct involving false or misleading statements *1103would mean those who disseminate false statements with the intent to cheat investors might escape liability under the Rule altogether. But using false representations to induce the purchase of securities would seem a paradigmatic example of securities fraud. We do not know why Congress or the Commission would have wanted to disarm enforcement in this way. And we cannot easily reconcile Lorenzo's approach with the basic purpose behind these laws: "to substitute a philosophy of full disclosure for the philosophy of caveat emptor and thus to achieve a high standard of business ethics in the securities industry." Capital Gains , 375 U.S. at 186, 84 S.Ct. 275. See also, e.g., SEC v. W. J. Howey Co. , 328 U.S. 293, 299, 66 S.Ct. 1100, 90 L.Ed. 1244 (1946) (the securities laws were designed "to meet the countless and variable schemes devised by those who seek the use of the money of others on the promise of profits").

III

Lorenzo and the dissent make a few other important arguments. They contend that applying subsections (a) or (c) of Rule 10b-5 to conduct like his would render our decision in Janus (which we described at the outset, supra, at 1098 - 1099) "a dead letter," post , at 1102. But we do not see how that is so. In Janus , we considered the language in subsection (b), which prohibits the "mak[ing]" of "any untrue statement of a material fact." See 564 U.S. at 141-143, 131 S.Ct. 2296. We held that the "maker" of a "statement" is the "person or entity with ultimate authority over the statement." Id. , at 142, 131 S.Ct. 2296. And we found that subsection (b) did not (under the circumstances) cover an investment adviser who helped draft misstatements issued by a different entity that controlled the statements' content. Id., at 146-148, 131 S.Ct. 2296. We said nothing about the Rule's application to the dissemination of false or misleading information. And we can assume that Janus would remain relevant (and preclude liability) where an individual neither makes nor disseminates false information-provided, of course, that the individual is not involved in some other form of fraud.

Next, Lorenzo points to the statute's "aiding and abetting" provision. 15 U.S.C. § 78t(e). This provision, enforceable only by the Commission (and not by private parties), makes it unlawful to "knowingly or recklessly ... provid[e] substantial assistance to another person" who violates the Rule. Ibid. ; see Janus , 564 U.S. at 143, 131 S.Ct. 2296 (citing Central Bank of Denver, N. A. v. First Interstate Bank of Denver, N. A. , 511 U.S. 164, 114 S.Ct. 1439, 128 L.Ed.2d 119 (1994) ). Lorenzo claims that imposing primary liability upon his conduct would erase or at least weaken what is otherwise a clear distinction between primary and secondary (i.e. , aiding and abetting) liability. He emphasizes that, under today's holding, a disseminator might be a primary offender with respect to subsection (a) of Rule 10b-5 (by employing a "scheme" to "defraud") and also secondarily liable as an aider and abettor with respect to subsection (b) (by providing substantial assistance to one who "makes" a false statement). And he refers to two cases that, in his view, argue in favor of circumscribing primary liability. See Central Bank , 511 U.S. at 164, 114 S.Ct. 1439 ; Stoneridge Investment Partners, LLC v. Scientific-Atlanta , Inc., 552 U.S. 148, 128 S.Ct. 761, 169 L.Ed.2d 627 (2008).

We do not believe, however, that our decision creates a serious anomaly or otherwise weakens the distinction between primary and secondary liability. For one thing, it is hardly unusual for the same conduct to be a primary violation with respect to one offense and aiding and abetting with respect to another. John, for *1104example, might sell Bill an unregistered firearm in order to help Bill rob a bank, under circumstances that make him primarily liable for the gun sale and secondarily liable for the bank robbery.

For another, the cases to which Lorenzo refers do not help his cause. Take Central Bank , where we held that Rule 10b-5's private right of action does not permit suits against secondary violators. 511 U.S. at 177, 114 S.Ct. 1439. The holding of Central Bank , we have said, suggests the need for a "clean line" between conduct that constitutes a primary violation of Rule 10b-5 and conduct that amounts to a secondary violation. Janus , 564 U.S. at 143, and n. 6, 131 S.Ct. 2296. Thus, in Janus , we sought an interpretation of "make" that could neatly divide primary violators and actors too far removed from the ultimate decision to communicate a statement. Ibid. (citing Central Bank , 511 U.S. 164, 114 S.Ct. 1439 ). The line we adopt today is just as administrable: Those who disseminate false statements with intent to defraud are primarily liable under Rules 10b-5(a) and (c), § 10(b), and § 17(a)(1), even if they are secondarily liable under Rule 10b-5(b). Lorenzo suggests that classifying dissemination as a primary violation would inappropriately subject peripheral players in fraud (including him, naturally) to substantial liability. We suspect the investors who received Lorenzo's e-mails would not view the deception so favorably. And as Central Bank itself made clear, even a bit participant in the securities markets "may be liable as a primary violator under [Rule] 10b-5" so long as "all of the requirements for primary liability ... are met." Id., at 191, 114 S.Ct. 1439.

Lorenzo's reliance on Stoneridge is even further afield. There, we held that private plaintiffs could not bring suit against certain securities defendants based on undisclosed deceptions upon which the plaintiffs could not have relied. 552 U.S. at 159, 128 S.Ct. 761. But the Commission, unlike private parties, need not show reliance in its enforcement actions. And even supposing reliance were relevant here, Lorenzo's conduct involved the direct transmission of false statements to prospective investors intended to induce reliance-far from the kind of concealed fraud at issue in Stoneridge .

As for Lorenzo's suggestion that those like him ought to be held secondarily liable, this offer will, far too often, prove illusory. In instances where a "maker" of a false statement does not violate subsection (b) of the Rule (perhaps because he lacked the necessary intent), a disseminator of those statements, even one knowingly engaged in an egregious fraud, could not be held to have violated the "aiding and abetting" statute. That is because the statute insists that there be a primary violator to whom the secondary violator provided "substantial assistance." 15 U.S.C. § 78t(e). And the latter can be "deemed to be in violation" of the provision only "to the same extent as the person to whom such assistance is provided." Ibid. In other words, if Acme Corp. could not be held liable under subsection (b) for a statement it made, then a knowing disseminator of those statements could not be held liable for aiding and abetting Acme under subsection (b). And if, as Lorenzo claims, the disseminator has not primarily violated other parts of Rule 10b-5, then such a fraud, whatever its intent or consequences, might escape liability altogether.

That is not what Congress intended. Rather, Congress intended to root out all manner of fraud in the securities industry. And it gave to the Commission the tools to accomplish that job.

* * *

*1105For these reasons, the judgment of the Court of Appeals is affirmed.

So ordered .

Justice KAVANAUGH took no part in the consideration or decision of this case.

APPENDIX

17 C.F.R. § 240.10b-5

"It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails or of any facility of any national securities exchange,

"(a) To employ any device, scheme, or artifice to defraud,

"(b) To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or

"(c) To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person

in connection with the purchase or sale of any security."

15 U.S.C. § 78j

"It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce or of the mails, or of any facility of any national securities exchange-

* * *

"(b) To use or employ, in connection with the purchase or sale of any security registered on a national securities exchange or any security not so registered, or any securities-based swap agreement[,] any manipulative or deceptive device or contrivance in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors."

15 U.S.C. § 77q

"(a) Use of interstate commerce for purpose of fraud or deceit

"It shall be unlawful for any person in the offer or sale of any securities (including security-based swaps) or any security-based swap agreement ... by the use of any means or instruments of transportation or communication in interstate commerce or by use of the mails, directly or indirectly-

"(1) to employ any device, scheme, or artifice to defraud, or

"(2) to obtain money or property by means of any untrue statement of a material fact or any omission to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or

"(3) to engage in any transaction, practice, or course of business which operates or would operate as a fraud or deceit upon the purchaser."

15 U.S.C. § 78t

"(e) Prosecution of persons who aid and abet violations

"For purposes of any action brought by the Commission ..., any person that knowingly or recklessly provides substantial assistance to another person in violation of a provision of this chapter, or of any rule or regulation issued under this chapter, shall be deemed in violation of such provision to the same extent as the person to whom such assistance is provided.

Justice THOMAS, with whom Justice GORSUCH joins, dissenting.

In Janus Capital Group, Inc. v. First Derivative Traders , 564 U.S. 135, 131 S.Ct. 2296, 180 L.Ed.2d 166 (2011), we drew a *1106clear line between primary and secondary liability in fraudulent-misstatement cases: A person does not "make" a fraudulent misstatement within the meaning of Securities and Exchange Commission (SEC) Rule 10b-5(b)-and thus is not primarily liable for the statement-if the person lacks "ultimate authority over the statement." Id., at 142, 131 S.Ct. 2296. Such a person could, however, be liable as an aider and abettor under principles of secondary liability.

Today, the Court eviscerates this distinction by holding that a person who has not "made" a fraudulent misstatement can nevertheless be primarily liable for it. Because the majority misconstrues the securities laws and flouts our precedent in a way that is likely to have far-reaching consequences, I respectfully dissent.

I

To appreciate the sweeping nature of the Court's holding, it is helpful to begin with the facts of this case. On October 14, 2009, the owner of the firm at which petitioner Frank Lorenzo worked instructed him to send e-mails to two clients regarding a debenture offering. The owner explained that he wanted the e-mails to come from the firm's investment-banking division, which Lorenzo directed. Lorenzo promptly addressed an e-mail to each client, "cut and pasted" the contents of each e-mail-which he received from the owner-into the body, and "sent [them] out." App. 321. It is undisputed that Lorenzo did not draft the e-mails' contents, though he knew that they contained false or misleading statements regarding the debenture offering. Both e-mails stated that they were sent "[a]t the request of" the owner of the firm. Id., at 403, 405. No other allegedly fraudulent conduct is at issue.

In 2013, the SEC brought enforcement proceedings against the owner of the firm, the firm itself, and Lorenzo. Even though Lorenzo sent the e-mails at the owner's request, the SEC did not charge Lorenzo with aiding and abetting fraud committed by the owner. See 15 U.S.C. §§ 77o(b), 78o(b)(4)(E), 78t(e). Instead, the SEC charged Lorenzo as a primary violator of multiple securities laws,1 including Rule 10b-5(b), which prohibits "mak[ing] any untrue statement of a material fact ... in connection with the purchase or sale of any security." 17 C.F.R. § 240.10b-5(b) (2018) ; see Ernst & Ernst v. Hochfelder , 425 U.S. 185, 212-214, 96 S.Ct. 1375, 47 L.Ed.2d 668 (1976) (construing Rule 10b-5(b) to require scienter). The SEC ultimately concluded that, by "knowingly sen[ding] materially misleading language from his own email account to prospective investors," App. to Pet. for Cert. 77, Lorenzo violated Rule 10b-5(b) and several other antifraud provisions of the securities laws. The SEC "barred [him] from serving in the securities industry" for life. Id., at 91.

The Court of Appeals unanimously rejected the SEC's determination that Lorenzo violated Rule 10b-5(b). Applying Janus , the court held that Lorenzo did not "make" the false statements at issue because he merely "transmitted statements devised by [his boss] at [his boss'] direction." 872 F.3d 578, 587 (C.A.D.C. 2017). The SEC has not challenged that aspect of the decision below.

The panel majority nevertheless upheld the SEC's decision holding Lorenzo primarily liable for the same false statements under other provisions of the securities *1107laws-specifically, § 10(b) of the Securities Exchange Act of 1934 (1934 Act), Rules 10b-5(a) and (c), and § 17(a)(1) of the Securities Act of 1933 (1933 Act). Unlike Rule 10b-5(b), none of these provisions pertains specifically to fraudulent misstatements.

II

Even though Lorenzo undisputedly did not "make" the false statements at issue in this case under Rule 10b-5(b), the Court follows the SEC in holding him primarily liable for those statements under other provisions of the securities laws. As construed by the Court, each of these more general laws completely subsumes Rule 10b-5(b) and § 17(a)(2) of the 1933 Act in cases involving fraudulent misstatements, even though these provisions specifically govern false statements. The majority's interpretation of these provisions cannot be reconciled with their text or our precedents. Thus, I am once again compelled to "disagre[e] with the SEC's broad view" of the securities laws. Janus , supra , at 145, n. 8, 131 S.Ct. 2296.

A

I begin with the text. The Court of Appeals held that Lorenzo violated § 10(b) of the 1934 Act and Rules 10b-5(a) and (c). In relevant part, § 10(b) makes it unlawful for a person, in connection with the purchase or sale of a security, "[t]o use or employ ... any manipulative or deceptive device or contrivance" in contravention of an SEC rule. 15 U.S.C. § 78j(b). Rule 10b-5 was promulgated under this statutory authority. That Rule makes it unlawful, in connection with the purchase or sale of any security,

"(a) To employ any device, scheme, or artifice to defraud,

"(b) To make any untrue statement of a material fact ..., or

"(c) To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit ...." 17 C.F.R. § 240.10b-5.

The Court of Appeals also held that Lorenzo violated § 17(a)(1) of the 1933 Act. Similar to Rule 10b-5, § 17(a) of the Act provides that it is unlawful, in connection with the offer or sale of a security,

"(1) to employ any device, scheme, or artifice to defraud, or

"(2) to obtain money or property by means of any untrue statement of a material fact ...; or

"(3) to engage in any transaction, practice, or course of business which operates or would operate as a fraud or deceit upon the purchaser." 15 U.S.C. § 77q(a)(1).

We can quickly dispose of Rule 10b-5(a) and § 17(a)(1). The act of knowingly disseminating a false statement at the behest of its maker, without more, does not amount to "employ[ing] any device, scheme, or artifice to defraud" within the meaning of those provisions. As the contemporaneous dictionary definitions cited by the majority make clear, each of these words requires some form of planning, designing, devising, or strategizing. See ante, at 1101. We have previously observed that "the terms 'device,' 'scheme,' and 'artifice' all connote knowing or intentional practices ." Aaron v. SEC , 446 U.S. 680, 696, 100 S.Ct. 1945, 64 L.Ed.2d 611 (1980) (emphasis added). In other words, they encompass "fraudulent scheme[s]," such as a " 'short selling' scheme," a wash sale, a matched order, price rigging, or similar conduct. United States v. Naftalin , 441 U.S. 768, 770, 778, 99 S.Ct. 2077, 60 L.Ed.2d 624 (1979) (applying § 17(a)(1) ); see Santa Fe Industries, Inc. v. Green , 430 U.S. 462, 473, 97 S.Ct. 1292, 51 L.Ed.2d 480 (1977) (interpreting the term "manipulative" in § 10(b) ).

*1108Here, it is undisputed that Lorenzo did not engage in any conduct involving planning, scheming, designing, or strategizing, as Rule 10b-5(a) and § 17(a)(1) require for a primary violation. He sent two e-mails drafted by a superior, to recipients specified by the superior, pursuant to instructions given by the superior, without collaborating on the substance of the e-mails or otherwise playing an independent role in perpetrating a fraud. That Lorenzo knew the messages contained falsities does not change the essentially administrative nature of his conduct here; he might have assisted in a scheme, but he did not himself plan, scheme, design, or strategize. In my view, the plain text of Rule 10b-5(a) and § 17(a)(1) thus does not encompass Lorenzo's conduct as a matter of primary liability.

The remaining provision, Rule 10b-5(c), seems broader at first blush. But the scope of this conduct-based provision-and, for that matter, Rule 10b-5(a) and § 17(a)(1) -must be understood in light of its codification alongside a prohibition specifically addressing primary liability for false statements. Rule 10b-5(b) imposes primary liability on the "make[r]" of a fraudulent misstatement. 17 C.F.R. § 240.10b-5(b) ; see Janus , 564 U.S. at 141-142, 131 S.Ct. 2296. And § 17(a)(2) imposes primary liability on a person who "obtain[s] money or property by means of" a false statement. 15 U.S.C. § 77q(a)(2). The conduct-based provisions of Rules 10b-5(a) and (c) and § 17(a)(1) must be interpreted in view of the specificity of these false-statement provisions, and therefore cannot be construed to encompass primary liability solely for false statements. This view is consistent with our previous recognition that "each subparagraph of § 17(a) 'proscribes a distinct category of misconduct' " and " 'is meant to cover additional kinds of illegalities.' " Aaron , supra, at 697, 100 S.Ct. 1945 (quoting Naftalin , supra , at 774, 99 S.Ct. 2077 ; emphasis added).

The majority disregards these express limitations. Under the Court's rule, a person who has not "made" a fraudulent misstatement within the meaning of Rule 10b-5(b) nevertheless could be held primarily liable for facilitating that same statement; the SEC or plaintiff need only relabel the person's involvement as an "act," "device," "scheme," or "artifice" that violates Rule 10b-5(a) or (c). And a person could be held liable for a fraudulent misstatement under § 17(a)(1) even if the person did not obtain money or property by means of the statement. In short, Rule 10b-5(b) and § 17(a)(2) are rendered entirely superfluous in fraud cases under the majority's reading.2

This approach is in tension with " 'the cardinal rule that, if possible, effect shall be given to every clause and part of a statute.' " RadLAX Gateway Hotel, LLC v. Amalgamated Bank , 566 U.S. 639, 645, 132 S.Ct. 2065, 182 L.Ed.2d 967 (2012) (quoting D. Ginsberg & Sons, Inc. v. Popkin , 285 U.S. 204, 208, 52 S.Ct. 322, 76 L.Ed. 704 (1932) ). I would therefore apply the "old and familiar rule " that "the specific governs the general." RadLAX , supra , at 645-646, 132 S.Ct. 2065 (internal quotation marks omitted); see A. Scalia & B. Garner, Reading Law 51 (2012) (canon equally applicable to statutes and regulations). This canon of construction applies not only to resolve "contradiction[s]" between general *1109and specific provisions, but also to avoid "the superfluity of a specific provision that is swallowed by the general one." RadLAX , 566 U.S. at 645, 132 S.Ct. 2065. Here, liability for false statements is " 'specifically dealt with' " in Rule 10b-5(b) and § 17(a)(2). Id., at 646, 132 S.Ct. 2065 (quoting D. Ginsberg & Sons , supra , at 208, 52 S.Ct. 322 ). But Rule 10b-5 and § 17(a) also contain general prohibitions that, " 'in [their] most comprehensive sense, would include what is embraced in' " the more specific provisions. 566 U.S. at 646, 132 S.Ct. 2065. I would hold that the provisions specifically addressing false statements " 'must be operative' " as to false-statement cases, and that the more general provisions should be read to apply " 'only [to] such cases within [their] general language as are not within the' " purview of the specific provisions on false statements. Ibid.

Adopting this approach to the statutory text would align with our previous admonitions that the securities laws should not be "[v]iewed in isolation" and stretched to their limits. Hochfelder , 425 U.S. at 212, 96 S.Ct. 1375. In Hochfelder , for example, we concluded that the key words of § 10(b) employed the "terminology of intentional wrongdoing" and thus "strongly suggest[ed]" that it "proscribe[s] knowing or intentional misconduct," even though the statute did not expressly state as much. Id. , at 197, 214, 96 S.Ct. 1375. We took a similar approach to § 17(a)(1) of the 1933 Act. Aaron , 446 U.S. at 695-697, 100 S.Ct. 1945. We have also limited the terms of Rule 10b-5 by recognizing that it was adopted pursuant to § 10(b) and thus "encompasses only conduct already prohibited by § 10(b)." Stoneridge Investment Partners, LLC v. Scientific-Atlanta , Inc ., 552 U.S. 148, 157, 128 S.Ct. 761, 169 L.Ed.2d 627 (2008) ; see Hochfelder , supra, at 212-214, 96 S.Ct. 1375.

Contrary to the suggestion of the majority, this approach does not necessarily require treating each provision of Rule 10b-5 or § 17(a) as "governing different, mutually exclusive, spheres of conduct." Ante, at 1101. Nor does it prevent the securities laws from mutually reinforcing one another or overlapping to some extent. Ante, at 1101 - 1102. It simply contemplates giving full effect to the specific prohibitions on false statements in Rule 10b-5(b) and § 17(a)(2) instead of rendering them superfluous.

The majority worries that this approach would allow people who disseminate false statements with the intent to defraud to escape liability under Rule 10b-5. Ante , at 1102. That is not so. If a person's only role is transmitting fraudulent misstatements at the behest of the statements' maker, the person's conduct would be appropriately assessed as a matter of secondary liability pursuant to provisions like 15 U.S.C. §§ 77o(b), 78t(e), and 78o(b)(4)(E). And if a person engages in other acts prohibited by the Rule, such as developing and employing a fraudulent scheme, the person would be primarily liable for that conduct.

The majority suggests that secondary liability may often prove illusory. It hypothesizes, for example, a situation in which the "maker" of a false statement does not know that it was false and thus does not violate Rule 10b-5(b), but the disseminator knows that the statement is false. Under that scenario, the majority fears that the person disseminating the statements could be "engaged in an egregious fraud," yet would not be liable as an aider and abettor for lack of a primary violator. Ante, at 1104. This concern is misplaced. As an initial matter, I note that § 17(a)(2) does not require scienter, so the maker of the statement may still be liable under that provision. Aaron , supra , at 695-697, 100 S.Ct. 1945. Moreover, an ongoing, *1110"egregious" fraud is likely to independently constitute a primary violation of the conduct-based securities laws, wholly apart from the laws prohibiting fraudulent misstatements. Here, by contrast, we are concerned with the dissemination of two misstatements at the request of their maker. This type of conduct is appropriately assessed under principles of secondary liability.

B

The majority's approach contradicts our precedent in two distinct ways.

First, the majority's opinion renders Janus a dead letter. In Janus , we held that liability under Rule 10b-5(b) was limited to the "make[r]" of the statement and that "[o]ne who prepares or publishes a statement on behalf of another is not its maker" within the meaning of Rule 10b-5(b). 564 U.S. at 142, 131 S.Ct. 2296 (emphasis added). It is undisputed here that Lorenzo was not the maker of the fraudulent misstatements. The majority nevertheless finds primary liability under different provisions of Rule 10b-5, without any real effort to reconcile its decision with Janus . Although it "assume[s] that Janus would remain relevant (and preclude liability) where an individual neither makes nor disseminates false information," in the next breath the majority states that this would be true only if "the individual is not involved in some other form of fraud." Ante , at 1103. Given that, under the majority's rule, administrative acts undertaken in connection with a fraudulent misstatement qualify as "other form[s] of fraud," the majority's supposed preservation of Janus is illusory.

Second, the majority fails to maintain a clear line between primary and secondary liability in fraudulent-misstatement cases. Maintaining this distinction is important because, as the majority notes, there is no private right of action against mere aiders and abettors. Ante , at 1103; see Central Bank of Denver, N. A. v. First Interstate Bank of Denver, N. A. , 511 U.S. 164, 191, 114 S.Ct. 1439, 128 L.Ed.2d 119 (1994). Here, however, the majority does precisely what we declined to do in Janus : impose broad liability for fraudulent misstatements in a way that makes the category of aiders and abettors in these cases "almost nonexistent." 564 U.S. at 143, 131 S.Ct. 2296. If Lorenzo's conduct here qualifies for primary liability under § 10(b) and Rule 10b-5(a) or (c), then virtually any person who assists with the making of a fraudulent misstatement will be primarily liable and thereby subject not only to SEC enforcement, but private lawsuits.

The Court correctly notes that it is not uncommon for the same conduct to be a primary violation with respect to one offense and aiding and abetting with respect to another-as, for example, when someone illegally sells a gun to help another person rob a bank. Ante , at 1103. But this case does not involve two distinct crimes. The majority has interpreted certain provisions of an offense so broadly as to render superfluous the more stringent, on-point requirements of a narrower provision of the same offense. Criminal laws regularly and permissibly overlap with each other in a way that allows the same conduct to constitute different crimes with different punishments. That differs significantly from interpreting provisions in a law to completely eliminate specific limitations in a neighboring provision of that very same law. The majority's overreading of Rules 10b-5(a) and (c) and § 17(a)(1) is especially problematic because the heartland of these provisions is conduct-based fraud-"employ[ing] [a] device, scheme, or artifice to defraud" or "engag[ing] in any act, practice, or course of business"-not mere misstatements.

*111115 U.S.C. § 77q(a)(1) ; 17 C.F.R. §§ 240.10b-5(a), (c).

The Court attempts to cabin the implications of its holding by highlighting several facts that supposedly would distinguish this case from a case involving a secretary or other person "tangentially involved in disseminat[ing]" fraudulent misstatements. Ante , at 1101. None of these distinctions withstands scrutiny. The fact that Lorenzo "sent false statements directly to investors" in e-mails that "invited [investors] to follow up with questions," ibid ., puts him in precisely the same position as a secretary asked to send an identical message from her e-mail account. And under the unduly capacious interpretation that the majority gives to the securities laws, I do not see why it would matter whether the sender is the "vice president of an investment banking company" or a secretary, ibid. -if the sender knowingly sent false statements, the sender apparently would be primarily liable. To be sure, I agree with the majority that liability would be "inappropriate" for a secretary put in a situation similar to Lorenzo's. Ibid. But I can discern no legal principle in the majority opinion that would preclude the secretary from being pursued for primary violations of the securities laws.

* * *

Instead of blurring the distinction between primary and secondary liability, I would hold that Lorenzo's conduct did not amount to a primary violation of the securities laws and reverse the judgment of the Court of Appeals. Accordingly, I respectfully dissent.

*152Justice Kennedy

delivered the opinion of the Court.

We consider the reach of the private right of action the Court has found implied in § 10(b) of the Securities Exchange Act of 1934, 48 Stat. 891, as amended, 15 U. S. C. § 78j(b), and SEC Rule 10b-5, 17 CFR §240.10b-5 (2007). In this suit investors alleged losses after purchasing common stock. They sought to impose liability on entities who, acting both as customers and suppliers, agreed to arrangements that allowed the investors’ company to mislead its auditor and issue *153a misleading financial statement affecting the stock price. We conclude the implied right of action does not reach the customer/supplier companies because the investors did not rely upon their statements or representations. We affirm the judgment of the Court of Appeals.

I

This class-action suit by investors was filed against Charter Communications, Inc., in the United States District Court for the Eastern District of Missouri. Stoneridge Investment Partners, LLC, a limited liability company organized under the laws of Delaware, was the lead plaintiff and is petitioner here.

Charter issued the financial statements and the securities in question. It was a named defendant along with some of its executives and Arthur Andersen LLP, Charter’s independent auditor during the period in question. We are concerned, though, with two other defendants, respondents here. Respondents are Scientific-Atlanta, Inc., and Motorola, Inc. They were suppliers, and later customers, of Charter.

For purposes of this proceeding, we take these facts, alleged by petitioner, to be true. Charter, a cable operator, engaged in a variety of fraudulent practices so its quarterly reports would meet Wall Street expectations for cable subscriber growth and operating cashflow. The fraud included misclassification of its customer base; delayed reporting of terminated customers; improper capitalization of costs that should have been shown as expenses; and manipulation of the company’s billing cutoff dates to inflate reported revenues. In late 2000, Charter executives realized that, despite these efforts, the company would miss projected operating cashflow numbers by $15 to $20 million. To help meet the shortfall, Charter decided to alter its existing arrangements with respondents, Scientific-Atlanta and Motorola. Peti*154tioner’s theory as to whether Arthur Andersen was altogether misled or, on the other hand, knew the structure of the contract arrangements and was complicit to some degree, is not clear at this stage of the case. The point, however, is neither controlling nor significant for our present disposition, and in our decision we assume it was misled.

Respondents supplied Charter with the digital cable converter (set-top) boxes that Charter furnished to its customers. Charter arranged to overpay respondents $20 for each set-top box it purchased until the end of the year, with the understanding that respondents would return the overpayment by purchasing advertising from Charter. The transactions, it is alleged, had no economic substance; but, because Charter would then record the advertising purchases as revenue and capitalize its purchase of the set top boxes, in violation of generally accepted accounting principles, the transactions would enable Charter to fool its auditor into approving a financial statement showing it met projected revenue and operating cashflow numbers. Respondents agreed to the arrangement.

So that Arthur Andersen would not discover the link between Charter’s increased payments for the boxes and the advertising purchases, the companies drafted documents to make it appear the transactions were unrelated and conducted in the ordinary course of business. Following a request from Charter, Scientific-Atlanta sent documents to Charter stating — falsely—that it had increased production costs. It raised the price for set-top boxes for the rest of 2000 by $20 per box. As for Motorola, in a written contract Charter agreed to purchase from Motorola a specific number of set-top boxes and pay liquidated damages of $20 for each unit it did not take. The contract was made with the expectation Charter would fail to purchase all the units and pay Motorola the liquidated damages.

To return the additional money from the set top box sales, Scientific-Atlanta and Motorola signed contracts with Char*155ter to purchase advertising time for a price higher than fair value. The new set-top box agreements were backdated to make it appear that they were negotiated a month before the advertising agreements. The backdating was important to convey the impression that the negotiations were unconnected, a point Arthur Andersen considered necessary for separate treatment of the transactions. Charter recorded the advertising payments to inflate revenue and operating cash-flow by approximately $17 million. The inflated number was shown on financial statements filed with the Securities and Exchange Commission (SEC) and reported to the public.

Respondents had no role in preparing or disseminating Charter’s financial statements. And their own financial statements booked the transactions as a wash, under generally accepted accounting principles. It is alleged respondents knew or were in reckless disregard of Charter’s intention to use the transactions to inflate its revenues and knew the resulting financial statements issued by Charter would be relied upon by research analysts and investors.

Petitioner filed a securities fraud class action on behalf of purchasers of Charter stock alleging that, by participating in the transactions, respondents violated § 10(b) of the Securities Exchange Act of 1934 and SEC Rule 10b-5.

The District Court granted respondents’ motion to dismiss for failure to state a claim on which relief can be granted. The United States Court of Appeals for the Eighth Circuit affirmed. In re Charter Communications, Inc., Securities Litigation, 443 F. 3d 987 (2006). In its view the allegations did not show that respondents made misstatements relied upon by the public or that they violated a duty to disclose; and on this premise it found no violation of § 10(b) by respondents. Id., at 992. At most, the court observed, respondents had aided and abetted Charter’s misstatement of its financial results; but, it noted, there is no private right of action for aiding and abetting a § 10(b) violation. See Central Bank of Denver, N. A. v. First Interstate Bank of Den *156 ver, N. A., 511 U. S. 164,191 (1994). The court also affirmed the District Court’s denial of petitioner’s motion to amend the complaint, as the revised pleading would not change the court’s conclusion on the merits. 443 F. 3d, at 993.

Decisions of the Courts of Appeals are in conflict respecting when, if ever, an injured investor may rely upon § 10(b) to recover from a party that neither makes a public misstatement nor violates a duty to disclose but does participate in a scheme to violate § 10(b). Compare Simpson v. AOL Time Warner Inc., 452 F. 3d 1040 (CA9 2006), with Regents of Univ. of Cal. v. Credit Suisse First Boston (USA), Inc., 482 F. 3d 372 (CA5 2007). We granted certiorari. 549 U. S. 1304 (2007).

II

Section 10(b) of the Securities Exchange Act makes it

“unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce or of the mails, or of any facility of any national securities exchange

“[t]o use or employ, in connection with the purchase or sale of any security . . . any manipulative or deceptive device or contrivance in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.” 15 U. S. C. § 78j.

The SEC, pursuant to this section, promulgated Rule 10b-5, which makes it unlawful

“(a) To employ any device, scheme, or artifice to defraud,

“(b) To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or

*157“(c) To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person,

“in connection with the purchase or sale of any security.” 17 CFR §240.10b-5.

Rule 10b-5 encompasses only conduct already prohibited by § 10(b). United States v. O’Hagan, 521 U. S. 642, 651 (1997). Though the text of the Securities Exchange Act does not provide for a private cause of action for § 10(b) violations, the Court has found a right of action implied in the words of the statute and its implementing regulation. Superintendent of Ins. of N. Y. v. Bankers Life & Casualty Co., 404 U. S. 6, 13, n. 9 (1971). In a typical § 10(b) private action a plaintiff must prove (1) a material misrepresentation or omission by the defendant; (2) scienter; (3) a connection between the misrepresentation or omission and the purchase or sale of a security; (4) reliance upon the misrepresentation or omission; (5) economic loss; and (6) loss causation. See Dura Pharmaceuticals, Inc. v. Broudo, 544 U. S. 336, 341-342 (2005).

In Central Bank, the Court determined that § 10(b) liability did not extend to aiders and abettors. The Court found the scope of § 10(b) to be delimited by the text, which makes no mention of aiding and abetting liability. 511 U. S., at 177. The Court doubted the implied § 10(b) action should extend to aiders and abettors when none of the express causes of action in the securities Acts included that liability. Id., at 180. It added the following:

“Were we to allow the aiding and abetting action proposed in this case, the defendant could be liable without any showing that the plaintiff relied upon the aider and abettor’s statements or actions. See also Chiarella [v. United States, 445 U. S. 222, 228 (1980)]. ' Allowing plaintiffs to circumvent the reliance requirement would disregard the careful limits on 10b-5 recovery mandated by our earlier cases.” Ibid.

*158The decision in Central Bank led to calls for Congress to create an express cause of action for aiding and abetting within the Securities Exchange Act. Then-SEC Chairman Arthur Levitt, testifying before the Senate Securities Subcommittee, cited Central Bank and recommended that aiding and abetting liability in private claims be established. S. Hearing No. 103-759, pp. 13-14 (1994). Congress did not follow this course. Instead, in § 104 of the Private Securities Litigation Reform Act of 1995 (PSLRA), 109 Stat. 757, it directed prosecution of aiders and abettors by the SEC. 15 U.S. C. § 78t(e).

The § 10(b) implied private right of action does not extend to aiders and abettors. The conduct of a secondary actor must satisfy each of the elements or preconditions for liability; and we consider whether the allegations here are sufficient to do so.

Ill

The Court of Appeals concluded petitioner had not alleged that respondents engaged in a deceptive act within the reach of the § 10(b) private right of action, noting that only misstatements, omissions by one who has a duty to disclose, and manipulative trading practices (where “manipulative” is a term of art, see, e. g., Santa Fe Industries, Inc. v. Green, 430 U. S. 462, 476-477 (1977)) are deceptive within the meaning of the Rule. 443 F. 3d, at 992. If this conclusion were read to suggest there must be a specific oral or written statement before there could be liability under § 10(b) or Rule 10b-5, it would be erroneous. Conduct itself can be deceptive, as respondents concede. In this case, moreover, respondents’ course of conduct included both oral and written statements, such as the backdated contracts agreed to by Charter and respondents.

A different interpretation of the holding from the Court of Appeals opinion is that the court was stating only that any deceptive statement or act respondents made was not actionable because it did not have the requisite proximate relation *159to the investors’ harm. That conclusion is consistent with our own determination that respondents’ acts or statements were not relied upon by the investors and that, as a result, liability cannot be imposed upon respondents.

A

Reliance by the plaintiff upon the defendant’s deceptive acts is an essential element of the § 10(b) private cause of action. It ensures that, for liability to arise, the “requisite causal connection between a defendant’s misrepresentation and a plaintiff’s injury” exists as a predicate for liability. Basic Inc. v. Levinson, 485 U. S. 224, 243 (1988); see also Affiliated Ute Citizens of Utah v. United States, 406 U. S. 128, 154 (1972) (requiring “causation in fact”). We have found a rebuttable presumption of reliance in two different circumstances. First, if there is an omission of a material fact by one with a duty to disclose, the investor to whom the duty was owed need not provide specific proof of reliance. Id., at 153-154. Second, under the fraud-on-the-market doctrine, reliance is presumed when the statements at issue become public. The public information is reflected in the market price of the security. Then it can be assumed that an investor who buys or sells stock at the market price relies upon the statement. Basic, supra, at 247.

Neither presumption applies here. Respondents had no duty to disclose; and their deceptive acts were not communicated to the public. No member of the investing public had knowledge, either actual or presumed, of respondents’ deceptive acts during the relevant times. Petitioner, as a result, cannot show reliance upon any of respondents’ actions except in an indirect chain that we find too remote for liability.

B

Invoking what some courts call “scheme liability,” see, e. g., In re Enron Corp. Securities, Derivative, & “ERISA” Litigation, 439 F. Supp. 2d 692, 723 (SD Tex. 2006), peti*160tioner nonetheless seeks to impose liability on respondents even absent a public statement. In our view this approach does not answer the objection that petitioner did not in fact rely upon respondents’ own deceptive conduct.

Liability is appropriate, petitioner contends, because respondents engaged in conduct with the purpose and effect of creating a false appearance of material fact to further a scheme to misrepresent Charter’s revenue. The argument is that the financial statement Charter released to the public was a natural and expected consequence of respondents’ deceptive acts; had respondents not assisted Charter, Charter’s auditor would not have been fooled, and the financial statement would have been a more accurate reflection of Charter’s financial condition. That causal link is sufficient, petitioner argues, to apply Basic’s presumption of reliance to respondents’ acts. See, e. g., Simpson, 452 F. 3d, at 1051-1052; In re Parmalat Securities Litigation, 376 F. Supp. 2d 472, 509 (SDNY 2005).

In effect petitioner contends that in an efficient market investors rely not only upon the public statements relating to a security but also upon the transactions those statements reflect. Were this concept of reliance to be adopted, the implied cause of action would reach the whole marketplace in which the issuing company does business; and there is no authority for this rule.

As stated above, reliance is tied to causation, leading to the inquiry whether respondents’ acts were immediate or remote to the injury. In considering petitioner’s arguments, we note § 10(b) provides that the deceptive act must be “in connection with the purchase or sale of any security.” 15 U. S. C. § 78j(b). Though this phrase in part defines the statute’s coverage rather than causation (and so we do not evaluate the “in connection with” requirement of § 10(b) in this case), the emphasis on a purchase or sale of securities does provide some insight into the deceptive acts that concerned the enacting Congress. See Black, Securities Commentary:

*161The Second Circuit’s Approach to the Tn Connection With’ Requirement of Rule 10b-5, 53 Brooklyn L. Rev. 539, 541 (1987) (“[WJhile the ‘in connection with’ and causation requirements are analytically distinct, they are related to each other, and discussion of the first requirement may merge with discussion of the second”). In all events we conclude respondents’ deceptive acts, which were not disclosed to the investing public, are too remote to satisfy the requirement of reliance. It was Charter, not respondents, that misled its auditor and filed fraudulent financial statements; nothing respondents did made it necessary or inevitable for Charter to record the transactions as it did.

Petitioner invokes the private cause of action under § 10(b) and seeks to apply it beyond the securities markets — the realm of financing business — to purchase and supply contracts — the realm of ordinary business operations. The latter realm is governed, for the most part, by state law. It is true that if business operations are used, as alleged here, to affect securities markets, the SEC enforcement power may reach the culpable actors. It is true as well that a dynamic, free economy presupposes a high degree of integrity in all of its parts, an integrity that must be underwritten by rules enforceable in fair, independent, accessible courts. Were the implied cause of action to be extended to the practices described here, however, there would be a risk that the federal power would be used to invite litigation beyond the immediate sphere of securities litigation and in areas already governed by functioning and effective state-law guarantees. Our precedents counsel against this extension. See Marine Bank v. Weaver, 455 U. S. 551, 556 (1982) (“Congress, in enacting the securities laws, did not intend to provide a broad federal remedy for all fraud”); Santa Fe, 430 U. S., at 479-480 (“There may well be a need for uniform federal fiduciary standards .... But those standards should not be supplied by judicial extension of § 10(b) and Rule 10b-5 to ‘cover the corporate universe’” (quoting Cary, Federalism *162and Corporate Law: Reflections Upon Delaware, 83 Yale L. J. 663, 700 (1974))). Though § 10(b) is “not ‘limited to preserving the integrity of the securities markets,’ ” Bankers Life, 404 U. S., at 12, it does not reach all commercial transactions that are fraudulent and affect the price of a security in some attenuated way.

These considerations answer as well the argument that if this were a common-law action for fraud there could be a finding of reliance. Even if the assumption is correct, it is not controlling. Section 10(b) does not incorporate common-law fraud into federal law. See, e. g., SEC v. Zandford, 535 U. S. 813, 820 (2002) (“[Section 10(b)] must not be construed so broadly as to convert every common-law fraud that happens to involve securities into a violation”); Central Bank, 511 U. S., at 184 (“Even assuming ... a deeply rooted background of aiding and abetting tort liability, it does not follow that Congress intended to apply that kind of liability to the private causes of action in the securities Acts”); see also Dura, 544 U. S., at 341. Just as § 10(b) “is surely badly strained when construed to provide a cause of action ... to the world at large,” Blue Chip Stamps v. Manor Drug Stores, 421 U. S. 723, 733, n. 5 (1975), it should not be interpreted to provide a private cause of action against the entire marketplace in which the issuing company operates.

Petitioner’s theory, moreover, would put an unsupportable interpretation on Congress’ specific response to Central Bank in §104 of the PSLRA. Congress amended the securities laws to provide for limited coverage of aiders and abettors. Aiding and abetting liability is authorized in actions brought by the SEC but not by private parties. See 15 U. S. C. § 78t(e). Petitioner’s view of primary liability makes any aider and abettor liable under § 10(b) if he or she committed a deceptive act in the process of providing assistance. Reply Brief for Petitioner 6, n. 2; Tr. of Oral Arg. 24. Were we to adopt this construction of § 10(b), it would revive in substance the implied cause , of action against all aiders *163and abettors except those who committed no deceptive act in the process of facilitating the fraud; and we would undermine Congress’ determination that this class of defendants should be pursued by the SEC and not by private litigants. See Alexander v. Sandoval, 532 U. S. 275, 290 (2001) (“The express provision of one method of enforcing a substantive rule suggests that Congress intended to preclude others”); FDA v. Brown & Williamson Tobacco Corp., 529 U. S. 120, 143 (2000) (“At the time a statute is enacted, it may have a range of plausible meanings. Over time, however, subsequent acts can shape or focus those meanings”); see also Seatrain Shipbuilding Corp. v. Shell Oil Co., 444 U. S. 572, 596 (1980) (“[W]hile the views of subsequent Congresses cannot override the unmistakable intent of the enacting one, such views are entitled to significant weight, and particularly so when the precise intent of the enacting Congress is obscure” (citations omitted)).

This is not a case in which Congress has enacted a regulatory statute and then has accepted, over a long period of time, broad judicial authority to define substantive standards of conduct and liability. Cf. Leegin Creative Leather Products, Inc. v. PSKS, Inc., 551 U. S. 877, 899 (2007). And in accord with the nature of the cause of action at issue here, we give weight to Congress’ amendment to the Act restoring aiding and abetting liability in certain cases but not others. The amendment, in our view, supports the conclusion that there is no liability.

The practical consequences of an expansion, which the Court has considered appropriate to examine in circumstances like these, see Virginia Bankshares, Inc. v. Sandberg, 501 U. S. 1083, 1104-1105 (1991); Blue Chip, 421 U. S., at 737, provide a further reason to reject petitioner’s approach. In Blue Chip, the Court noted that extensive discovery and the potential for uncertainty and disruption in a lawsuit allow, plaintiffs with weak claims to extort settlements from innocent companies. Id., at 740-741. Adoption *164of petitioner’s approach would expose a new class of defendants to these risks. As noted in Central Bank, contracting parties might find it necessary to protect against these threats, raising the costs of doing business. See 511 U. S., at 189. Overseas firms with no other exposure to our securities laws could be deterred from doing business here. See Brief for Organization for International Investment et al. as Amici Curiae 17-20. This, in turn, may raise the cost of being a publicly traded company under our law and shift securities offerings away from domestic capital markets. Brief for NASDAQ Stock Market, Inc., et al. as Amici Curiae 12-14.

C

The history of the § 10(b) private right and the careful approach the Court has taken before proceeding without congressional direction provide further reasons to find no liability here. The § 10(b) private cause of action is a judicial construct that Congress did not enact in the text of the relevant statutes. See Lampf, Pleva, Lipkind, Prupis & Petigrow v. Gilbertson, 501 U. S. 350, 358-359 (1991); Blue Chip, supra, at 729. Though the rule once may have been otherwise, see J. I. Case Co. v. Borak, 377 U. S. 426, 432-433 (1964), it is settled that there is an implied cause of action only if the underlying statute can be interpreted to disclose the intent to create one, see, e. g., Alexander, supra, at 286-287; Virginia Bankshares, supra, at 1102; Touche Ross & Co. v. Redington, 442 U. S. 560, 575 (1979). This is for good reason. In the absence of congressional intent the Judiciary’s recognition of an implied private right of action

“necessarily extends its authority to embrace a dispute Congress has not assigned it to resolve. This runs contrary to the established principle that ‘[t]he jurisdiction of the federal courts is carefully guarded against expansion by judicial interpretation . . . ,’ American Fire & Cas[ualty] Co. v. Finn, 341 U. S. 6, 17 (1951), and con*165flicts with the authority of Congress under Art. III to set the limits of federal jurisdiction.” Cannon v. University of Chicago, 441 U. S. 677, 746-747 (1979) (Powell, J., dissenting) (citations and footnote omitted).

The determination of who can seek a remedy has significant consequences for the reach of federal power. See Wilder v. Virginia Hospital Assn., 496 U. S. 498, 509, n. 9 (1990) (requirement of congressional intent “reflects a concern, grounded in separation of powers, that Congress rather than the courts controls the availability of remedies for violations of statutes”).

Concerns with the judicial creation of a private cause of action caution against its expansion. The decision to extend the cause of action is for Congress, not for us. Though it remains the law, the § 10(b) private right should not be extended beyond its present boundaries. See Virginia Bank-shares, supra, at 1102 (“[T]he breadth of the [private right of action] once recognized should not, as a general matter, grow beyond the scope congressionally intended”); see also Central Bank, supra, at 173 (determining that the scope of conduct prohibited is limited by the text of § 10(b)).

This restraint is appropriate in light of the PSLRA, which imposed heightened pleading requirements and a loss causation requirement upon “any private action” arising from the Securities Exchange Act. See 15 U. S. C. § 78u-4(b). It is clear these requirements touch upon the implied right of action, which is now a prominent feature of federal securities regulation. See Merrill Lynch, Pierce, Fenner & Smith Inc. v. Dabit, 547 U. S. 71, 81-82 (2006); Dura, 544 U. S., at 345-346; see also S. Rep. No. 104-98, pp. 4-5 (1995) (recognizing the § 10(b) implied cause of action, and indicating the PSLRA was intended to have “Congress . . . reassert its authority in this area”); id., at 26 (indicating the pleading standards covered § 10(b) actions). Congress thus ratified the implied right of action after the Court moved away from a broad willingness to imply private rights of action. See *166 Merrill Lynch, Pierce, Fenner & Smith, Inc. v. Curran, 456 U. S. 353, 381-382, and n. 66 (1982); cf. Borak, supra, at 433. It is appropriate for us to assume that when § 78u-4 was enacted, Congress accepted the § 10(b) private cause of action as then defined but chose to extend it no further.

IV

Secondary actors are subject to criminal penalties, see, e. g., 15 U. S. C. § 78ff, and civil enforcement by the SEC, see, e. g., § 78t(e). The enforcement power is not toothless. Since September 30, 2002, SEC enforcement actions have collected over $10 billion in disgorgement and penalties, much of it for distribution to injured investors. See SEC, 2007 Performance and Accountability Report, p. 26, http:// www.sec.gov/about/secpar2007.shtml (as visited Jan. 2, 2008, and available in Clerk of Court’s case file). And in this case both parties agree that criminal penalties are a strong deterrent. See Brief for Respondents 48; Reply Brief for Petitioner 17. In addition some state securities laws permit state authorities to seek fines and restitution from aiders and abettors. See, e. g., Del. Code Ann., Tit. 6, § 7325 (2005). All secondary actors, furthermore, are not necessarily immune from private suit. The securities statutes provide an express private right of action against accountants and underwriters in certain circumstances, see 15 U. S. C. § 77k, and the implied right of action in § 10(b) continues to cover secondary actors who commit primary violations, Central Bank, 511 U. S., at 191.

Here respondents were acting in concert with Charter in the ordinary course as suppliers and, as matters then evolved in the not so ordinary course, as customers. Unconventional as the arrangement was, it took place in the marketplace for goods and services, not in the investment sphere. Charter was free to do as it chose in preparing its books, conferring with its auditor, and preparing and then issuing its financial statements. In these circumstances the investors cannot be *167said to have relied upon any of respondents’ deceptive acts in the decision to purchase or sell securities; and as the requisite reliance cannot be shown, respondents have no liability to petitioner under the implied right of action. This conclusion is consistent with the narrow dimensions we must give to a right of action Congress did not authorize when it first enacted the statute and did not expand when it revisited the law.

The judgment of the Court of Appeals is affirmed, and the case is remanded for further proceedings consistent with this opinion.

It is so ordered.

Justice Breyer took no part in the consideration or decision of this ease.

Justice Stevens,

with whom Justice Souter and Justice Ginsburg join, dissenting.

Charter Communications, Inc., inflated its revenues by $17 million in order to cover up a $15 to $20 million expected cashflow shortfall. It could not have done so absent the knowingly fraudulent actions of Seientific-Atlanta, Inc., and Motorola, Inc. Investors relied on Charter’s revenue statements in deciding whether to invest in Charter and in doing so relied on respondents’ fraud, which was itself a “deceptive device” prohibited by § 10(b) of the Securities Exchange Act of 1934. 15 U. S. C. § 78j(b). This is enough to satisfy the requirements of § 10(b) and enough to distinguish this case from Central Bank of Denver, N. A. v. First Interstate Bank of Denver, N. A., 511 U. S. 164 (1994).

The Court seems to assume that respondents’ alleged conduct could subject them to liability in an enforcement proceeding initiated by the Government, ante, at 166, but nevertheless concludes that they are not subject to liability in a private action brought by injured investors because they are, at most, guilty of aiding and abetting a violation of § 10(b), *168rather than an actual violation of the statute. While that conclusion results in an affirmance of the judgment of the Court of Appeals, it rests on a rejection of that court’s reasoning. Furthermore, while the Court frequently refers to petitioner’s attempt to “expand” the implied cause of action1 — a conclusion that begs the question of the contours of that cause of action — it is today’s decision that results in a significant departure from Central Bank.

The Court’s conclusion that no violation of § 10(b) giving rise to a private right of action has been alleged in this case rests on two faulty premises: (1) the Court’s overly broad reading of Central Bank, and (2) the view that reliance requires a kind of super-causation — a view contrary to both the Securities and Exchange Commission’s (SEC) position in a recent Ninth Circuit case2 and our holding in Basic Inc. v. Levinson, 485 U. S. 224 (1988). These two points merit separate discussion.

I

The Court of Appeals incorrectly based its decision on the view that “[a] device or contrivance is not ‘deceptive,’ within the meaning of § 10(b), absent some misstatement or a failure to disclose by one who has a duty to disclose.” In re Charter Communications, Inc., Securities Litigation, 443 F. 3d 987, 992 (CA8 2006). The Court correctly explains why the statute covers nonverbal-as well as verbal deceptive conduct. Ante, at 158. The allegations in this case — that respondents *169produced documents falsely claiming costs had risen and signed contracts they knew to be backdated in order to disguise the connection between the increase in costs and the purchase of advertising — plainly describe “deceptive devices” under any standard reading of the phrase.

What the Court fails to recognize is that this case is critically different from Central Bank because the bank in that ease did not engage in any deceptive act and, therefore, did not itself violate § 10(b). The Court sweeps aside any distinction, remarking that holding respondents liable would “revive in substance the implied cause of action against all aiders and abettors except those who committed no deceptive act in the process of facilitating the fraud.” Ante, at 162-163. But the fact that Central Bank engaged in no deceptive conduct whatsoever — in other words, that it was at most an aider and abettor — sharply distinguishes Central Bank from cases that do involve allegations of such conduct. 511 U. S., at 167 (stating that the question presented was “whether private civil liability under § 10(b) extends as well to those who do not engage in the manipulative or deceptive practice, but who aid and abet the violation”).

The Central Bank of Denver was the indenture trustee for bonds issued by a public authority and secured by liens on property in Colorado Springs. After default, purchasers of $2.1 million of those bonds sued the underwriters, alleging violations of § 10(b); they also named Central Bank as a defendant, contending that the bank’s delay in reviewing a suspicious appraisal of the value of the security made it liable as an aider and abettor. Id., at 167-168. The facts of this case would parallel those of Central Bank if respondents had, for example, merely delayed sending invoices for set-top boxes to Charter. Conversely, the facts in Central Bank would mirror those in the case before us today if the bank had knowingly purchased real estate in wash transactions at above-market prices in order to facilitate the appraiser’s overvaluation of the security. Central Bank, thus, poses no *170obstacle to petitioner’s argument that it has alleged a cause of action under § 10(b).

II

The Court’s next faulty premise is that petitioner is required to allege that Scientific-Atlanta and Motorola made it “necessary or inevitable for Charter to record the transactions as it did,” ante, at 161, in order to demonstrate reliance. Because the Court of Appeals did not base its holding on reliance grounds, see 443 F. 3d, at 992, the fairest course to petitioner would be for the majority to remand to the Court of Appeals to determine whether petitioner properly alleged reliance, under a correct view of what § 10(b) covers.3 Because the Court chooses to rest its holding on an absence of reliance, a response is required.

In Basic Inc., 485 U. S., at 243, we stated that “[rjeliance provides the requisite causal connection between a defendant’s misrepresentation and a plaintiff’s injury.” The Court’s view of the causation required to demonstrate reliance is unwarranted and without precedent.

In Basic Inc., we held that the “fraud-on-the-market” theory provides adequate support for a presumption in private securities actions that shareholders (or former shareholders) in publicly traded companies rely on public material misstatements that affect the price of the company’s stock. Id., at 248. The holding in Basic is surely a sufficient response to the argument that a complaint alleging that deceptive acts *171which had a material effect on the price of a listed stock should be dismissed because the plaintiffs were not subjectively aware of the deception at the time of the securities’ purchase or sale. This Court has not held that investors must be aware of the specific deceptive act which violates § 10b to demonstrate reliance.

The Court is right that a fraud-on-the-market presumption coupled with its view on causation would not support petitioner’s view of reliance. The fraud-on-the-market presumption helps investors who cannot demonstrate that they, themselves, relied on fraud that reached the market. But that presumption says nothing about causation from the other side: what an individual or corporation must do in order to have “caused” the misleading information that reached the market. The Court thus has it backwards when it first addresses the fraud-on-the-market presumption, rather than the causation required. See ante, at 159. The argument is not that the fraud-on-the-market presumption is enough standing alone, but that a correct view of causation coupled with the presumption would allow petitioner to plead reliance.

Lower courts have correctly stated that the causation necessary to demonstrate reliance is not a difficult hurdle to clear in a private right of action under § 10(b). Reliance is often equated with “‘transaction causation.’” Dura Pharmaceuticals, Inc. v. Broudo, 544 U. S. 336, 341, 342 (2005). Transaction causation, in turn, is often defined as requiring an allegation that but for the deceptive act, the plaintiff would not have entered into the securities transaction. See, e. g., Lentell v. Merrill Lynch & Co., 396 F. 3d 161, 172 (CA2 2005); Binder v. Gillespie, 184 F. 3d 1059, 1065-1066 (CA9 1999).

Even if but-for causation, standing alone, is too weak to establish reliance, petitioner has also alleged that respondents proximately caused Charter’s misstatement of income; petitioner has alleged that respondents knew their deceptive

*172acts would be the basis for statements that would influence the market price of Charter stock on which shareholders would rely. Second Amended Consolidated Class Action Complaint ¶¶ 8, 98, 100, 109, App. 19a, 55a-56a, 59a. Thus, respondents’ acts had the foreseeable effect of causing petitioner to engage in the relevant securities transactions. The Restatement (Second) of Torts § 533, pp. 72-73 (1977), provides that “[t]he maker of a fraudulent misrepresentation is subject to liability ... if the misrepresentation, although not made directly to the other, is made to a third person and the maker intends or has reason to expect that its terms will be repeated or its substance communicated to the other.” The sham transactions described in the complaint in this case had the same effect on Charter’s profit and loss statement as a false entry directly on its books that included $17 million of gross revenues that had not been received. And respondents are alleged to have known that the outcome of their fraudulent transactions would be communicated to investors.

The Court’s view of reliance is unduly stringent and unmoored from authority. The Court first says that if petitioner’s concept of reliance is adopted the implied cause of action “would reach the whole marketplace in which the issuing company does business.” Ante, at 160. The answer to that objection is, of course, that liability only attaches when the company doing business with the issuing company has itself violated § 10(b).4 The Court next relies on what it views as a strict division between the “realm of financing business” and the “ordinary business operations.” Ante, at 161. But petitioner’s position does not merge the two: A corporation engaging in a business transaction with a partner who transmits false information to the market is only liable where the *173corporation itself violates § 10(b). Such a rule does not invade the province of “ordinary” business transactions.

The majority states that “[sjection 10(b) does not incorporate common-law fraud into federal law,” citing SEC v. Zandford, 535 U. S. 813 (2002). Ante, at 162. Of course, not every common-law fraud action that happens to touch upon securities is an action under § 10(b), but the Court’s opinion in Zandford did not purport to jettison all reference to common-law fraud doctrines from § 10(b) cases. In fact, our prior cases explained that to the extent that “the antifraud provisions of the securities laws are not coextensive with common-law doctrines of fraud,” it is because common-law fraud doctrines might be too restrictive. Herman & MacLean v. Huddleston, 459 U. S. 375, 388-389 (1983). “Indeed, an important purpose of the federal securities statutes was to rectify perceived deficiencies in the available common-law protections by establishing higher standards of conduct in the securities industry.” Id., at 389. I, thus, see no reason to abandon common-law approaches to causation in § 10(b) cases.

Finally, the Court relies on the course of action Congress adopted after our decision in Central Bank to argue that siding with petitioner on reliance would run contrary to congressional intent. Senate hearings on Central Bank were held within one month of our decision.5 Less than one year later, Senators Dodd and Domenici introduced S. 240, which became the Private Securities Litigation Reform Act of 1995 (PSLRA), 109 Stat. 737.6 Congress stopped short of undoing Central Bank entirely, instead adopting a compromise which restored the authority of the SEC to enforce aiding and abetting liability.7 A private right of action based on *174aiding and abetting violations of § 10(b) was not, however, included in the PSLRA,8 despite support from Senator Dodd and members of the Senate Subcommittee on Securities.9 This compromise surely provides no support for extending Central Bank in order to immunize an undefined class of actual violators of § 10(b) from liability in private litigation. Indeed, as Members of Congress — including those who rejected restoring a private cause of action against aiders and abettors — made clear, private litigation under § 10(b) continues to play a vital role in protecting the integrity of our securities markets.10 That Congress chose not to restore *175the aiding and abetting liability removed by Central Bank does not mean that Congress wanted to exempt from liability the broader range of conduct that today’s opinion excludes.

The Court is concerned that such liability would deter overseas firms from doing business in the United States or “shift securities offerings away from domestic capital markets.” Ante, at 164. But liability for those who violate § 10(b) “will not harm American competitiveness; in fact, investor faith in the safety and integrity of our markets is their strength. The fact that our markets are the safest in the world has helped make them the strongest in the world.” Brief for Former SEC Commissioners as Amici Curiae 9.

Accordingly, while I recognize that the Central Bank opinion provides a precedent for judicial policymaking decisions in this area of the law, I respectfully dissent from the Court’s continuing campaign to render the private cause of action under § 10(b) toothless. I would reverse the decision of the Court of Appeals.

Ill

While I would reverse for the reasons stated above, I must also comment on the importance of the private cause of action that Congress implicitly authorized when it enacted the Securities Exchange Act of 1934. A theme that underlies the Court’s analysis is its mistaken hostility toward the § 10(b) private cause of action.11 Ante, at 164-165. The Court’s current view of implied causes of action is that they *176are merely a “relic” of our prior “heady days.” Correctional Services Corp. v. Malesko, 534 U. S. 61, 75 (2001) (SCALIA, J., concurring). Those “heady days” persisted for 200 years.

During the first two centuries of this Nation’s history much of our law was developed by judges in the common-law tradition. A basic principle animating our jurisprudence was enshrined in state constitution provisions guaranteeing, in substance, that “every wrong shall have a remedy.”12

*177Fashioning appropriate remedies for the violation of rules of law designed to protect a class of citizens was the routine business of judges. See Marbury v. Madison, 1 Cranch 137, 166 (1803). While it is true that in the early days state law was the source of most of those rules, throughout our history — until 1975 — the same practice prevailed in federal courts with regard to federal statutes that left questions of remedy open for judges to answer. In Texas & Pacific R. Co. v. Rigsby, 241 U. S. 33, 39 (1916), this Court stated the following:

“A disregard of the command of the statute is a wrongful act, and where it results in damage to one of the class for whose especial benefit the statute was enacted, the right to recover the damages from the party in default is implied, according to a doctrine of the common law expressed in 1 Com. Dig., tit. Action upon Statute (F), in these words: ‘So, in every case, where a statute enacts, or prohibits a thing for the benefit of a person, he shall have a remedy upon the same statute for the thing enacted for his advantage, or for the recompense of a wrong done to him contrary to the said law.’ (Per Holt, C. J., Anon., 6 Mod. 26, 27.)”

Judge Friendly succinctly described the post-Rigsby, pre1975 practice in his opinion in Leist v. Simplot, 638 F. 2d 283, 298-299 (CA2 1980):

“Following Rigsby the Supreme Court recognized implied causes of action on numerous occasions, see, e. g., Wyandotte Transportation Co. v. United States, 389 U. S. 191 . . . (1967) (sustaining implied cause of action by United States for damages under Rivers and Harbors Act for removing negligently sunk vessel despite express remedies of in rem action and criminal penalties); United States v. Republic Steel Corp., 362 U. S. 482 . . . (1960) (sustaining implied cause of action by United *178States for an injunction under the Rivers and Harbors Act); Tunstall v. Locomotive Firemen & Enginemen, 323 U. S. 210 . . . (1944) (sustaining implied cause of action by union member against union for discrimination among members despite existence of Board of Mediation); Sullivan v. Little Hunting Park, Inc., 396 U. S. 229 ... (1969) (sustaining implied private cause of action under 42 U. S. C. § 1982); Allen v. State Board of Elections, 393 U. S. 544 ... (1969) (sustaining implied private cause of action under §5 of the Voting Rights Act despite the existence of a complex regulatory scheme and explicit rights of action in the Attorney General); and, of course, the aforementioned decisions under the securities laws. As the Supreme Court itself has recognized, the period of the 1960’s and early 1970’s was one in which the ‘Court had consistently found implied remedies.’ Cannon v. University of Chicaqo, 441 U. S. 677, 698 .. . (1979).”

In a law-changing opinion written by Justice Brennan in 1975, the Court decided to modify its approach to private causes of action. Cort v. Ash, 422 U. S. 66 (constraining courts to use a strict four-factor test to determine whether Congress intended a private cause of action). A few years later, in Cannon v. University of Chicago, 441 U. S. 677 (1979), we adhered to the strict approach mandated by Cort v. Ash in 1975, but made it clear that “our evaluation of congressional action in 1972 must take into account its contemporary legal context.” 441 U. S., at 698-699. That context persuaded the majority that Congress had intended the courts to authorize a private remedy for members of the protected class.

Until Central Bank, the federal courts continued to enforce a broad implied cause of action for the violation of statutes enacted in 1933 and 1934 for the protection of investors. As Judge Friendly explained:

*179“During the late 1940’s, the 1950’s, the 1960’s and the early 1970’s there was widespread, indeed almost general, recognition of implied causes of action for damages under many provisions of the Securities Exchange Act, including not only the antifraud provisions, §§10 and 15(c)(1), see Kardon v. National Gypsum Co., 69 F. Supp. 512, 513-14 (E.D.Pa.1946); Fischman v. Raytheon Mfg. Co., 188 F. 2d 783, 787 (2 Cir. 1951) (Frank, J.); Fratt v. Robinson, 203 F. 2d 627, 631-33 (9 Cir. 1953), but many others. These included the provision, § 6(a)(1), requiring securities exchanges to enforce compliance with the Act and any rule or regulation made thereunder, see Baird v. Franklin, 141 F. 2d 238, 239, 240, 244-45 (2 Cir.), cert. denied, 323 U. S. 737 ... (1944), and provisions governing the solicitation of proxies, see J. I. Case Co. v. Borak, 377 U. S. 426, 431-35 . . . (1964). . . . Writing in 1961, Professor Loss remarked with respect to violations of the antifraud provisions that with one exception ‘not a single judge has expressed himself to the contrary.’ 3 Securities Regulation 1763-64. See also Bromberg & Lowenfels, [Securities Fraud & Commodities Fraud] § 2.2 (462) [(1979)] (describing 1946-1974 as the ‘expansion era’ in implied causes of action under the securities laws). When damage actions for violation of § 10(b) and Rule 10b-5 reached the Supreme Court, the existence of an implied cause of action was not deemed worthy of extended discussion. Superintendent of Insurance v. Bankers Life & Casualty Co., 404 U. S. 6 ... (1971).” Leist, 638 F. 2d, at 296-297 (footnote omitted).

In light of the history of court-created remedies and specifically the history of implied causes of action under § 10(b), the Court is simply wrong when it states that Congress did not impliedly authorize this private cause of action “when it first enacted the statute.” Ante, at 167. Courts near in *180time to the enactment of the securities laws recognized that the principle in Rigsby applied to the securities laws.13 Congress enacted § 10(b) with the understanding that federal courts respected the principle that every wrong would have a remedy. Today’s decision simply cuts back further on Congress’ intended remedy. I respectfully dissent.