Whether a private plaintiff states a valid securities-fraud claim by pleading that the defendant enabled a third party to commit the acts that caused the allegedly fraudulent harm, where the primary violator undisputedly exercised an independent choice to commit those acts

QUESTIONS PRESENTED In Central Bank of Denver, N.A. v. First Interstate Bank of Denver, N.A., 511 U.S. 164 (1994), this Court held that the Securities Exchange Act does not authorize private litigants to bring claims for aiding and abetting securities fraud. And in Santa Fe Industries, Inc. v. Green, 430 U.S. 462 (1977), the Court identified the types of manipulative acts, such as “wash sales” and “rigged prices,” that can meet the manipulative-act element of a market-manipulation claim. Jd. at 476. The Second Circuit contravened both of those precedents below. Plaintiffs attempted to plead a market-manipulation claim by alleging that the defendant securities exchanges sold products and services that high-frequency traders used to gain a supposedly unfair advantage over other traders. According to the court of appeals, plaintiffs evaded the aiding-and-abetting bar by pleading that the exchanges were “co-participants” in a fraudulent scheme who profited from that scheme and validly pleaded a manipulative act despite making no allegation that defendants engaged in any trading activity, much less the type of sham trades that typify a market-manipulation claim. The questions presented are: 1. Whether a private plaintiff states a valid securities-fraud claim by pleading that the defendant enabled a third party to commit the acts that caused the allegedly fraudulent harm, where the primary violator undisputedly exercised an independent choice to commit those acts. 2. Whether a plaintiff states a claim for market manipulation where it is undisputed that the defendant did not engage in any trading activity.