Stoneridge vs. Scientific-Atlanta / Motorola

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Stoneridge vs. Scientific-Atlanta / Motorola

Discovering the facts and allegations of the controversial and “most important securities law case in a generation.”

This case is said to be one of the most (if not the most) important securities law cases that the Supreme Court has considered in more than a decade (deVogue 1). It involves a wide range of issues from basic separation of power issues to core securities litigation policy. With this is mind, the Court decided to take a rather narrow look at the case, asking parties to solely address the question of:

“Whether this Court’s decision in Central Bank, N.A. v. First Interstate Bank, N.A., 511 U.S. 164 (1994), forecloses claims for deceptive conduct under § 10(b) of the Securities Exchange Act of 1934… and Rule 10b-5…, where Respondents engaged in transactions with a public corporation with no legitimate business or economic purpose except to inflate artificially the public corporation’s financial statements, but where Respondents themselves made no public statements concerning those transactions” (Bainbridge).

Here we are looking at Rule 10b-5, which is probably the most popular, if not the most important of the SEC’s many rules. It first became a debatable issue in 1994 when the Supreme Court, usually referred to as SCOTUS by people who are familiar with it, ruled on the case mentioned in the above quote. Before that point, it was decided that “courts must 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,” but the court had since acknowledged it to be an “awkward task,” some saying that “We are simply imagining [when we do that]” [Lampf, Pleva, Lipkind, Prupis & Petigrow v. Gilbertson, 501 U.S. 350 (1991)]. Therefore, in the Central Bank vs. First Interstate Bank case, courts were required to “use the express causes of action in the securities acts” to make a final ruling.

The Stoneridge vs. Scientific-Atlanta / Motorola case is often compared to the Central Bank vs. First Interstate Bank case because they are very similar in nature. In the Central Bank case, the court ruled that there was no right for a private party to take action against those who aid and abet violations of Rule 10b-5. Therefore, liability was limited to primary rather than secondary participators. This may be the reason why the U.S. Court of Appeals ruled against Stoneridge’s charges, since Scientific-Atlanta and Motorola were indirectly involved and never took any part in falsifying financial documents, nor did they make any public statements about the issue.

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