This Article addresses one small aspect of gatekeeper liability, arguing that it is time to reinstate aiding and abetting liability for such "secondary actors" in suits brought by private parties under Section 10(b) and Rule I Ob-5 of the Securities Exchange Act of 1934 (the "'34 Act").' Although the Securities Exchange Commission (the "SEC") currently has the authority to pursue such claims, the Supreme Court in Central Bank of Denver, N.A. v. First Interstate Bank of Denver, N.A. ("Central Bank")2 held that private parties do not. Because aiding and abetting liability is an important weapon in the fight to deter corporate fraud and because the Supreme Court is unlikely to reverse its course on the issue, Congress must act. It could easily do so by adding a provision to the Public Company Accounting and Investor Protection Act of 2002, commonly known as the Sarbanes-Oxley Act ("Sarbanes-Oxley," or "SOX") 3 expressly authorizing a private right of action for aiding and abetting liability under Section 10(b) and Rule lOb-5.
Celia R. Taylor,
Breaking the Bank: Reconsidering Central Bank of Denver after Enron and Sarbanes-Oxley,
71 Mo. L. Rev.
Available at: https://scholarship.law.missouri.edu/mlr/vol71/iss2/3