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The Stoneridge Decision

By Sarah L. Reid and Damaris M. Diaz
February 26, 2008

On Jan. 15, 2008, the U.S. Supreme Court handed down its decision in Stoneridge Investment Partners v. Scientific Atlanta, the case that has been called 'the most important securities law case to reach the Court this decade' and 'the securities lawyer's Roe v. Wade.' (Ariane de Vogue, Supreme Court to Examine Scope of Investor Rights, ABC News, Oct. 9, 2007 [quoting Donald Langevoort, Professor, Georgetown University Law Center]). While the case had both domestic and international corporations concerned about its potential to dramatically expand the scope of 10b-5 claims in order to target third parties doing business with public companies that concern can now be laid to rest.

With this decision, the Court determined that third parties such as investment banks, accounting firms, and lawyers, among others, who contract with companies that commit securities fraud are not liable to shareholders of those companies as primary violators of ' 10(b) and Rule 10b-5. In a 5-3 decision (Justice Breyer took no part in the consideration or decision of the case), the Supreme Court firmly declared secondary actors free from liability for participating in a principal's fraud against its investors, so long as there is no reliance on the actions of the secondary actor by the investors in making their investment decisions.

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