Council of Institutional Investors The Voice of Corporate Governance

The Council filed an amicus curie brief with the Supreme Court in the case of Stoneridge Investment Partners, LLC v. Scientific-Atlantic, Inc., U.S.The issue before the Court in Stoneridge is the Eight Circuit Court of Appeals ruling that a secondary actor cannot be liable as a primary violator under Section 10(b) of the Securities Act of 1934 and Rule 10b-5 for engaging in “schemes” to defraud. Consistent with the Council’s amicus policy, the Council’s brief does not take a position on the precise legal standard the Court should adopt, but rather focuses on the adverse public policy consequences to investors that would result if the Court adopts the strictest (or narrowest) standard for recognizing liability for secondary parties.

Council Brief