INTEREST OF AMICUS CURIAE1 The Chamber of Commerce of the United States of America (“Chamber”) is the world’s largest business federation. The Chamber’s underlying membership includes more than three million companies and professional organizations of every size, in every industry sector, and from every region of the country. An important function of the Chamber is to represent the interests of its members in matters before Congress, the Executive Branch, and the courts. To that end, the Chamber regularly files amicus curiae briefs in cases that raise issues of concern to the nation’s business community, such as cases involving the federal securities laws, including Tellabs, Inc. v. Makor Issues & Rights, Ltd., 127 S. Ct. 2499 (2007), and Dura Pharms., Inc. v. Broudo, 544 U.S. 336 (2005). “Scheme” liability is nothing but a label in search of a cause of action. In reality, it is aiding and abetting liability disguised behind a new name. The Chamber has a vital interest in the “scheme” liability theory. The “scheme” liability label, which emerged after this Court and Congress rejected aiding and abetting liability in private § 10(b) actions, has been extended to commercial counterparties involved with an issuer merely through a commercial or financial transaction. It has no effective limiting principle, which is reason enough to reject the theory. Santa Fe Indus.,
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Pursuant to this Court’s Rule 37.6, amicus curiae states that no counsel for any party authored this brief in whole or in part, and no person or entity other than amicus curiae made a monetary contribution to the preparation or submission of the brief. Pursuant to Rule 37.3, amicus curiae states that petitioner and respondents have consented to the filing of this brief. Petitioner has filed with the Clerk of the Court a letter granting blanket consent to the filing of amicus briefs, and a letter reflecting the consent of respondents to the filing of this brief has been filed with the Clerk.
