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NOTICE: This opinion is subject to formal revision before publication in the
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SUPREME COURT OF THE UNITED STATES
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No. 92-854
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CENTRAL BANK OF DENVER, N. A., PETITIONER
v. FIRST INTERSTATE BANK OF DENVER, N. A.
and JACK K. NABER
on writ of certiorari to the united states court
of appeals for the tenth circuit
[April 19, 1994]

  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 must 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. Hud-
dleston, 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 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 AmWest
Development, the developer of Stetson Hills, to give
Central Bank an annual report containing evidence that
the 160% test was met.
  In January 1988, AmWest provided Central Bank 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 operat-
ing 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 Central 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 com-
plete, however, the Authority defaulted on the 1988
bonds.
  Respondents First Interstate and Jack 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 Securi-
ties 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, but 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 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.-  Fischel, 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' . . . will 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 [wa]s 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 Su-
preme 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 problem-
atic. . . .  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 fore-
closes 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. ___ (1993).

                             II
  In the wake of the 1929 stock market crash and in
response to reports of widespread abuses in the securi-
ties industry, the 73d Congress enacted two landmark
pieces of securities legislation: the Securities Act of 1933
(1933 Act) and the Securities Exchange Act of 1934
(1934 Act).  48 Stat. 74, as amended, 15  U. S. C. 77a
et seq.; 48 Stat. 881, 15 U. S. C. 78a et seq.  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 New York 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 instrumentali-
ty 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 pur-
chase or sale of any security registered on a nation-
al securities exchange or any security not so regis-
tered, any manipulative or deceptive device or
contrivance in contravention of such rules and
regulations as the [SEC] may prescribe.-  15
U. S. C. 78j.
Rule 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 instrumentali-
ty 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 deter-
mined 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 ques-
tions about the elements of the 10b-5 private liabil-ity
scheme: for example, whether there is a right to contri-
bution, 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. ___ (1993); Lampf,
Pleva, Lipkind, Prupis & Petigrow v. Gilbertson, 501
U. S. ___ (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., 507 F. 2d 374 (CA2
1974); cf. Virginia Bankshares, Inc. v. Sandberg,  501
U. S. ___ (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 includ-
ed as an express provision in the 1934 Act.-  Musick,
Peeler, supra, at ___ (slip op., at 8).
  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 lan-
guage, -`[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 -the
words `manipulative' or `deceptive' used in conjunction
with `device or contrivance' strongly suggest that 10(b)
was intended to proscribe knowing or intentional mis-
conduct.-  425 U. S., at 197.  The SEC argued that the
broad congressional purposes behind the Act-to protect
investors from false and misleading 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 with-
out any charge of misrepresentation or lack of disclo-
sure.-  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 pro-
hibit any conduct not involving manipulation or decep-
tion.-  Id., at 473.
  Later, in Chiarella, we considered whether 10(b) is
violated when a person trades securities without disclos-
ing 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 statu-
tory 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 1934 Act by -look[ing]
first at the language 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 legisla-
tive 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 partic-
ular 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 under ERISA.  Mertens v.
Hewitt Associates, 508 U. S. ___ (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 ERISA.  We rejected that
argument and noted that no provision in ERISA -explic-
itly require[d] [nonfiduciaries] to avoid participation
(knowing or unknowing) in a fiduciary's breach of fidu-
ciary duty.-  Id., at ___ (slip op., at 5).  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 ___, n. 5 (slip op., at 6, 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 (herein-
after Brief for SEC).  To overcome this problem, re-
spondents and the SEC suggest (or hint at) the novel
argument that the use of the phrase -directly or indi-
rectly- in the text of 10(b) covers aiding and abetting.
See Brief for Respondents 15 (-Inclusion of those who
act `indirectly' suggests a legislative purpose fully con-
sistent 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 pro-
scribed activities connected with securities transactions.-
Brief for SEC 8.  The problem, of course, is that aiding
and abetting liability extends beyond persons who en-
gage, 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 privi-
lege); 13(d)(1), 15 U. S. C. 78m(d)(1) (direct or indi-
rect 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, res-
pondents' 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); Pack-
ers and Stockyards Act, 1921, ch. 64, 202, 42 Stat. 161,
as amended, 7 U. S. C. 192(g) (civil aiding and abet-
ting provision); see generally infra, at 16-20.  If, as re-
spondents 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 method-
ology 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
acts that are not themselves manipulative or deceptive
within the meaning of the statute.

                             III
  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 ___ (slip op., at 8).  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 Musick, Peeler, 508 U. S., at
___ (slip op., at 7-11).
  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 securi-
ties laws and that consistency require[d] us to adopt a
like contribution rule for the right of action existing
under Rule 10b-5.-  508 U. S., at ___ (slip op., at 10).
In Basic Inc. v. Levinson, 485 U. S. 224, 243 (1988), 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 private nonderivative 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.
  Following 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 ___ (slip op., at 9-11);
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 viola-
tion, 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 omis-
sion; and it limits liability to those who offer or sell the
security.  15 U. S. C. 77l.  In the 1934 Act, 9 prohib-
its any person from engaging in manipulative practices
such as wash sales, matched orders, and the like.  15
U. S. C. 78i.  Section 16 prohibits 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-1.
  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 provi-
sion).
  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 Musick, Peeler, 508 U. S., at
___ (slip op., at 10) (-[C]onsistency 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 respond-
ents' 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 congres-
sional intent.  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 doc-
trine.  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, Con-
gress 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 commit-
ting 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'sconduct constitutes a breach of duty and gives substan-
tial assistance or encouragement to the other . . . .-  Re-
statement (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 prece-
dents -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.  See, e.g.,
FDIC v. S. Prawer & Co., 829 F. Supp. 453, 457 (Maine
1993) (in Maine, -[i]t is clear . . . that aiding and abet-
ting liability did not exist under the common law, but
was entirely a creature of statute-); In re Asbestos
School Litigation, 1991 U. S. Dist. LEXIS 10471, *34
(ED Pa. 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 Re-
statement 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 im-
pression 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 ap-
proach to civil aiding and abetting liability.  For exam-
ple, 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 Commodi-
ty 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); see also, e.g., 12 U. S. C.
93(b)(8) (1988 ed. and Supp. IV) (National Bank Act
defines violations to include -aiding and abetting-); 12
U. S. C. 504(h) (1988 ed. and Supp. IV) (Federal
Reserve Act defines violations to include -aiding and
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 enforceable 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 Trader Sanctions Act of 1984, Pub. L. 98-376, 98
Stat. 1264 (civil penalty provision added in 1984 applica-
ble 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 assump-
tion 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 compre-
hensive rule with no expression of congressional direc-
tion to do so.
  Second, on a more narrow ground, respondents' con-
gressional 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 Con-
gress intended to impose aiding and abetting liability for
all of the express causes 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 ___ (slip op., at 6) (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 persons--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, indi-
cates 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 the time Congress passed the 1934 Act, the blue
sky laws of 11 States and the Territory of Hawaii pro-
vided 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 Legisla-
tive 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. ___ (1993) (slip op., at 12); 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. ___ (1994) (slip op.,
at 10-16).
  Nonetheless, the parties advance competing arguments
based on other post-1934 legislative developments to
support their differing interpretations of 10(b).  Re-
spondents 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 assist-
ance in discerning the meaning of that statute.-  Public
Employees Retirement System 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 Syl-
vania, 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 prece-
dent 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 con-
gressional approval of the [courts'] statutory interpreta-
tion. . . .  Congress may legislate, moreover, only
through 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 County, 480 U. S.
616, 671-672 (1987) (Scalia, J., dissenting)); see Helver-
ing 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 prin-
ciple-).
  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- of 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: Hear-
ings before a Subcommittee of the 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 Corp. 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 quota-
tion 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 Corp., 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. 680,
694, n. 11 (1980).  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 ___ (slip op., at 7).  We find our
role limited when the issue is the scope of conduct
prohibited by the statute.  Id., at ___ (slip op., at 5).
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 plain-
tiffs 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 disposi-
tive).  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 partic-
ipants in the securities business.  Ibid.  -[S]uch a shift-
ing 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 transac-
tions.-  Blue Chip Stamps, 421 U. S., at 755; see also
Virginia Bankshares, 501 U. S., at ___ (slip op., at 21)
(-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, enti-
ties subject to secondary liability as aiders and abettors
may find it prudent and necessary, as a business judg-
ment, to abandon substantial defenses and to pay settle-
ments 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,
501 U. S., at ___; 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 re-
quires 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 compa-
nies may find it difficult to obtain advice from profes-
sionals.  A professional may fear that a newer or small-
er company may not survive and that business failure
would generate securities litigation against the profes-
sional, 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 ad-
vanced.  The point here, however, is that it is far from
clear that Congress in 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 abet-
ting liability.  Criminal aiding and abetting liability
under 2 requires proof that the defendant -in some sort
associate[d] himself with the venture, that he partici-
pate[d] in it as in something that he wishe[d] to bring
about, that he [sought] by his action to make it suc-
ceed.-  Nye & Nissen, 336 U. S., at 619 (internal
quotation marks omitted).  But recklessness, not inten-
tional 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 prohi-
bition 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 sug-
gested that a private right of action exists for all inju-
ries caused by violations of criminal prohibitions.  See
Touche Ross, 442 U. S., at 568 (-question of the exis-
tence 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 stopping
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 main-
tain 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 pur-
chaser or seller of securities relies may be liable as a
primary violator under 10b-5, assuming all of the re-
quirements 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 abet-
ting 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 of
summary judgment to Central Bank was proper, and the
judgment of the Court of Appeals is
                                                  Reversed.