Credit Suisse Securities (USA) LLC v. Billing (2006)
- Docket
- 05-1157
- Decided
- 2006-01-01
Summary
Question: Do defendants in private antitrust lawsuits have implied immunity when the challenged conduct is highly regulated by the Securities and Exchange Commission and when the lawsuit has the potential to conflict with securities laws? Conclusion: Yes. The Court reversed the Second Circuit and ruled that the applicable securities laws granted the defendant implied antitrust immunity. The 7-1 ruling by Justice Stephen G. Breyer noted four factors indicating that the Securities Act of 1933 foreclosed antitrust lawsuits in cases of alleged artificial inflation of aftermarket IPO share prices. First, the challenged conduct fell within "an area of conduct squarely within the heartland of securities regulations." Second, securities laws gave the Securities and Exchange Commission (SEC) clear authority to regulate in this area. Third, the SEC in fact actively regulated the challenged conduct. Fourth, overlapping antitrust and securities-law regimes would risk producing "conflicting guidance, requirements, duties, privileges, or standards of conduct." To allow the blunter instrument of antitrust law to govern the conduct at issue in the case would be to risk chilling legitimate business practices in an area that requires diligent regulation by the SEC to separate disapproved conduct from necessary, approved conduct. In a lone dissent Justice Clarence Thomas argued that the savings clause of the Securities Act - preserving "[...] any and all other rights and remedies that may exist in law [...] - was broad enough that it preserved the right to sue under antitrust laws.