30 544 U.S. at 343-44. The common law requires “a direct causal connection.” Anza v. Ideal Steel Supply Corp., 126 S. Ct. 1991, 1996-98 (2006). “Scheme” liability, however, seeks to hold a commercial counterparty liable because (a) its commercial transaction was (b) improperly accounted for by the issuer in (c) the issuer’s much broader financial statements, and (d) those broader financial statements inflated the issuer’s stock price. That is the antithesis of “a direct causal connection.” Cf. Holmes v. SIPC, 503 U.S. 258, 287 (1992) (Scalia, J., concurring) (“‘for want of a nail, a kingdom was lost’ is a commentary on fate, not the statement of a major cause of action against a blacksmith”). Rather, it is classic aiding-and-abetting. Thus, under Central Bank, it provides no basis for a claim under the § 10(b) implied action. CONCLUSION The decision of the court of appeals should be affirmed. Respectfully submitted, ROBIN S. CONRAD AMAR D. SARWAL NATIONAL CHAMBER LITIGATION CENTER, INC. 1615 H Street, N.W. Washington, D.C. 20062 (202) 463-5337
CARTER G. PHILLIPS RICHARD D. BERNSTEIN* DANIEL A. MCLAUGHLIN ROBERT N. HOCHMAN JACQUELINE G. COOPER SIDLEY AUSTIN LLP 1501 K Street, N.W. Washington, D.C. 20005 (202) 736-8000
Counsel for Amicus Curiae The Chamber of Commerce of the United States of America August 15, 2007
DC1 1008605v.3
- Counsel of Record
