603 F.3d 144 (2010)

PACIFIC INVESTMENT MANAGEMENT COMPANY LLC and RH Capital Associates LLC, Plaintiffs-Appellants, *145
PIMCO Funds: Pacific Investment Management Series, Et Al., Plaintiffs,
v.
MAYER BROWN LLP and Joseph P. Collins, Defendants-Appellees,
Refco Inc., Et Al., Defendants.^[*]

Docket No. 09-1v19-cv.M

United States Court of Appeals, Second Circuit.

Argued: December 14, 2009. Decided: April 27, 2010.

*147 James J. Sabella (Stuart M. Grant, Brenda F. Szydlo, Megan D. McIntyre, and Christine M. Mackintosh, on the brief), Grant & Eisenhoffer P.A., New York, NY, and Wilmington, DE, for plaintiff-appellant Pacific Investment Management Company LLC.

John P. Coffey (Salvatore J. Graziano, John C. Browne, Elliott Weiss, Ann M. Lipton, and Jeremy P. Robinson, on the brief), Bernstein Litowitz Berger & Grossmann LLP, New York, NY, for plaintiff-appellant RH Capital Associates LLC.

John K. Villa (George A. Borden and Craig D. Singer, on the brief), Williams & Connolly LLP, Washington, DC, for defendant-appellee Mayer Brown LLP.

William J. Schwartz (Jonathan P. Bach and Kathleen E. Cassidy, on the brief), Cooley Godward Kronish LLP, New York, NY, for defendant-appellee Joseph P. Collins.

Christopher Paik, Special Counsel (David M. Becker, General Counsel, and Jacob H. Stillman, Solicitor, on the brief), Securities and Exchange Commission, Washington, DC, for amicus curiae the Securities and Exchange Commission.

David M. Cooper (Donald B. Ayer and Peter J. Romatowski, on the brief), Jones Day, New York, NY, and Washington, DC, for amicus curiae Law Firms in support of appellees.

Erik S. Jaffe, Erik S. Jaffe, P.C., Washington, DC, for amicus curiae former SEC Commissioners and Officials, Law and Finance Professors, and Securities Law Practitioners in support of appellees.

Lucian T. Pera (Brian S. Faughnan, on the brief), Adams and Reese, LLP, Memphis, TN (Susan Hackett, Senior Vice President and General Counsel, Association of Corporate Counsel, Washington, DC, on the brief), for amicus curiae Association of Corporate Counsel in support of appellees.

Gary A. Orseck (Lawrence S. Robbins, Roy T. Englert, Alan E. Untereiner, Katherine S. Zecca, and Damon W. Taaffe, on the brief), Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP, Washington, DC (Robin S. Conrad and Amar D. Sarwal, National Chamber Litigation Center, Washington, DC, on the brief), for amicus curiae Chamber of Commerce of the United States of America in support of appellees.

Before: CABRANES and PARKER, Circuit Judges, and AMON, District Judge.^[**]

*148 Judge PARKER concurs in the judgment and in the opinion of the court and files a separate concurring opinion.

JOSÉ A. CABRANES, Circuit Judge:

This appeal presents primarily two questions about the scope of federal securities laws: (1) whether, under § 10(b) of the Securities Exchange Act of 1934 ("Exchange Act"), 15 U.S.C. § 78j(b), and Securities and Exchange Commission Rule 10b-5 ("Rule 10b-5"), 17 C.F.R. § 240.10b-5, a corporation's outside counsel can be liable for false statements that those attorneys allegedly create, but which were not attributed to the law firm or its attorneys at the time the statements were disseminated; and (2) whether plaintiffs' claims that defendants participated in a scheme to defraud investors are foreclosed by the Supreme Court's decision in Stoneridge Investment Partners, LLC v. Scientific-Atlanta, Inc., 552 U.S. 148, 128 S.Ct. 761, 169 L.Ed.2d 627 (2008).

Plaintiffs-appellants, Pacific Investment Management Company LLC and RH Capital Associates LLC (jointly, "plaintiffs") appeal from a judgment of the United States District Court for the Southern District of New York (Gerard E. Lynch, Judge) dismissing their claims against defendants-appellees Mayer Brown LLC ("Mayer Brown"), a law firm, and Joseph P. Collins ("Collins"), a former partner at Mayer Brown. Plaintiffs alleged that defendants violated federal securities laws in the course of representing the now-bankrupt brokerage firm Refco Inc. ("Refco"). Specifically, they claimed that defendants (1) facilitated fraudulent transactions between Refco and third parties for the purpose of concealing Refco's uncollectible debt and (2) drafted portions of Refco's security offering documents that contained false information. Although defendants allegedly created false statements that investors relied upon, all of those statements were attributed to Refco, and not Mayer Brown or Collins, at the time of dissemination.

We hold that a secondary actor^[1] can be held liable in a private damages action brought pursuant to Rule 10b-5(b) only for false statements attributed to the secondary-actor defendant at the time of dissemination. Absent attribution, plaintiffs cannot show that they relied on defendants' own false statements, and participation in the creation of those statements amounts, at most, to aiding and abetting securities fraud. We further hold that plaintiffs' claims that defendants participated in a scheme to defraud investors are not meaningfully distinguishable from the claim at issue in Stoneridge, and therefore were properly dismissed.

BACKGROUND

In reviewing the District Court's dismissal of an action pursuant to Fed. R.Civ.P. 12(b)(6), we accept as true the following nonconclusory allegations set forth in plaintiffs' Second Amended Complaint. See Ashcroft v. Iqbal, ___ U.S. ___, 129 S.Ct. 1937, 1949-50, 173 L.Ed.2d 868 (2009); South Cherry Street, LLC v. Hennessee Group LLC, 573 F.3d 98, 100 (2d Cir.2009). This case arises from the 2005 collapse of Refco, which was once one *149 of the world's largest providers of brokerage and clearing services in the international derivatives, currency, and futures markets. According to plaintiffs, Mayer Brown served as Refco's primary outside counsel from 1994 until the company's collapse. Collins, a partner at Mayer Brown, was the firm's primary contact with Refco and the billing partner in charge of the Refco account. Refco was a lucrative client for Mayer Brown and Collins' largest personal client.

As part of its business model, Refco extended credit to its customers so that they could trade on "margin"—i.e., trade in securities with money borrowed from Refco. In the late 1990s, Refco customers suffered massive trading losses and consequently were unable to repay hundreds of millions of dollars of margin loans extended by Refco. Concerned that properly accounting for these debts as "write-offs" would threaten the company's survival, Refco, allegedly with the help of defendants, arranged a series of sham transactions designed to conceal the losses.

Specifically, plaintiffs allege that Refco transferred its uncollectible debts to Refco Group Holdings, Inc. ("RGHI")—an entity controlled by Refco's Chief Executive Officer—in exchange for a receivable purportedly owed from RGHI to Refco. Recognizing that a large debt owed to it by a related entity would arouse suspicion with investors and regulators, Refco, allegedly with the help of defendants, engaged in a series of sham loan transactions at the end of each quarter and each fiscal year to pay off the RGHI receivable. It did so by loaning money to third parties, who then loaned the same amount to RGHI, which in turn used the funds to pay off Refco's receivable. Days after the fiscal period closed, all of the loans were repaid and the third parties were paid a fee for their participation in the scheme. The result of these circular transactions was that, at the end of financial periods, Refco reported receivables owed to it by various third parties rather than the related entity RGHI.

Mayer Brown and Collins participated in seventeen of these sham loan transactions between 2000 and 2005, representing both Refco and RGHI. According to plaintiffs, defendants' involvement included negotiating the terms of the loans, drafting and revising the documents relating to the loans, transmitting the documents to the participants, and retaining custody of and distributing the executed copies of the documents.

Plaintiffs also allege that defendants are responsible for false statements appearing in three Refco documents: (1) an Offering Memorandum for an unregistered bond offering in July 2004 ("Offering Memorandum"), (2) a Registration Statement for a subsequent registered bond offering ("Registration Statement"), and (3) a Registration Statement for Refco's initial public offering of common stock in August 2005 ("IPO Registration Statement"). Each of these documents contained false or misleading statements because they failed to disclose the true nature of Refco's financial condition, which had been concealed, in part, through the loan transactions described above.

Defendants allegedly participated in the creation of the false statements contained in each of the documents identified above. Collins and other Mayer Brown attorneys allegedly reviewed and revised portions of the Offering Memorandum and attended drafting sessions. Collins and another Mayer Brown attorney also personally drafted the Management Discussion & Analysis ("MD & A") portion of the Offering Memorandum, which, according to plaintiffs, discussed Refco's business and financial condition in a way that defendants *150 knew to be false. The Offering Memorandum was used as the foundation for the Registration Statement, which was substantially similar in content. According to plaintiffs, defendants further assisted in the preparation of the Registration Statement by reviewing comment letters from the Securities and Exchange Commission ("SEC") and participating in drafting sessions. Finally, plaintiffs allege that defendants were directly involved in reviewing and drafting the IPO Registration Statement because they received, and presumably reviewed, the SEC's comments on that filing.

Both the Offering Memorandum and the IPO Registration Statement note that Mayer Brown represented Refco in connection with those transactions. The Registration Statement does not mention Mayer Brown. None of the documents specifically attribute any of the information contained therein to Mayer Brown or Collins.

Plaintiffs, who purchased securities from Refco during the period that defendants were allegedly engaging in fraud, commenced this action after Refco declared bankruptcy in 2005. They asserted claims for violation of § 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, along with claims for "control person" liability under § 20(a) of the Exchange Act, 15 U.S.C. § 78t(a).

The District Court dismissed plaintiffs' claims against Mayer Brown and Collins pursuant to Fed.R.Civ.P. 12(b)(6). See In re Refco, Inc. Sec. Litig., 609 F.Supp.2d 304 (S.D.N.Y.2009). With respect to plaintiffs' claim that defendants violated Rule 10b-5(b) by drafting and revising portions of Refco's public documents, the Court found that no statements in those documents were attributed to defendants and that plaintiffs had therefore alleged conduct akin to aiding and abetting, for which securities laws provide no private right of action. See id. at 311-14. The District Court also dismissed plaintiffs' Rule 10b-5(a) and (c) claims for "scheme liability" upon concluding that the Supreme Court's decision in Stoneridge foreclosed that theory of liability. See id. at 314-19. Finally, the District Court dismissed plaintiffs' § 20(a) claims because plaintiffs failed adequately to plead an underlying violation of federal securities law. See id. at 319.

DISCUSSION

We review de novo a District Court's dismissal for failure to state a claim, see Fed.R.Civ.P. 12(b)(6), assuming all well-pleaded, nonconclusory factual allegations in the complaint to be true. See Ashcroft v. Iqbal, ___ U.S. ___, 129 S.Ct. 1937, 1949-50, 173 L.Ed.2d 868 (2009); Selevan v. N.Y. Thruway Auth., 584 F.3d 82, 88 (2d Cir.2009).

This appeal concerns the scope of the private right of action available under § 10(b) of the Exchange Act and Rule 10b-5 (hereinafter, "Rule 10b-5 liability"). Section 10(b) makes it unlawful "for any person, directly or indirectly, . . . [t]o use or employ, in connection with the purchase or sale of any security . . ., any manipulative or deceptive device or contrivance in contravention of such rules and regulations as the [Securities and Exchange] Commission may prescribe." 15 U.S.C. § 78j(b). Rule 10b-5, promulgated thereunder, provides as follows:

It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails or of any facility of any national securities exchange,

(a) To employ any device, scheme, or artifice to defraud,

*151 (b) To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or

(a) To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person,

in connection with the purchase or sale of any security.

17 C.F.R. § 240.10b-5.

The Supreme Court has held that, to maintain a private damages action under § 10(b) and Rule 10b-5,

a plaintiff must prove (1) a material misrepresentation or omission by the defendant; (2) scienter; (3) a connection between the misrepresentation or omission and the purchase or sale of a security; (4) reliance upon the misrepresentation or omission; (5) economic loss; and (6) loss causation.

Stoneridge, 552 U.S. at 157, 128 S.Ct. 761 (citing Dura Pharm., Inc. v. Broudo, 544 U.S. 336, 341-42, 125 S.Ct. 1627, 161 L.Ed.2d 577 (2005)).

This appeal raises primarily two issues regarding the scope of Rule 10b-5 liability in private actions: (1) whether defendants can be liable under Rule 10b-5(b) for false statements that they allegedly drafted, but which were not attributed to them at the time the statements were disseminated; and (2) whether the allegations in the complaint are sufficient to state a claim for "scheme liability" under Rule 10b-5(a) and (c).^[2]

I. Plaintiffs' Rule 10b-5(b) Claim

Plaintiffs assert that the District Court erred in holding that attorneys who participate in the drafting of false statements cannot be liable in a private damages action if the statements are not attributed to those attorneys at the time of dissemination. Along with the SEC as amicus curiae, plaintiffs argue that attribution is only one means by which attorneys and other secondary actors can incur liability for securities fraud. They urge us to adopt a "creator standard" and hold that a defendant can be liable for creating a false statement that investors rely on, regardless of whether that statement is attributed to the defendant at the time of dissemination. According to the SEC, "[a] person creates a statement . . . if the statement [1] is written or spoken by him, or [2] if he provides the false or misleading information that another person then puts into the statement, or [3] if he allows the statement to be attributed to him." Brief for SEC as Amicus Curiae Supporting Plaintiffs-Appellants ("SEC Br.") at 7.^[3]

*152 Defendants respond that, under our precedents, attorneys who participate in the drafting of false statements cannot be liable absent explicit attribution at the time of dissemination. Without attribution, defendants contend, secondary actors do not commit a primary violation of Rule 10b-5(b) and their conduct amounts, at most, to aiding and abetting.

Analyzing the parties' claims requires a brief history of the attribution requirement in our Circuit. Although we have often held that attribution is required for secondary actors to incur liability, we have for certain other defendants imposed no attribution requirement. Compare Wright v. Ernst & Young LLP, 152 F.3d 169, 174-75 (2d Cir.1998) (requiring attribution for outside accountant defendants), and Lattanzio v. Deloitte & Touche LLP, 476 F.3d 147, 155 (2d Cir.2007) (same), with In re Scholastic Corp. Sec. Litig., 252 F.3d 63, 75-76 (2d Cir.2001) (not requiring attribution for corporate insider defendant). Upon reviewing this history and the guidance provided by the Supreme Court, we conclude that attribution is required for secondary actors to be liable in a private damages action for securities fraud under Rule 10b-5.

A. History of the Attribution Requirement

The distinction between primary liability under Rule 10b-5 and aiding and abetting became especially important after the Supreme Court's 1994 decision in Central Bank of Denver, N.A. v. First Interstate Bank of Denver, N.A., 511 U.S. 164, 114 S.Ct. 1439, 128 L.Ed.2d 119 (1994). That case involved the issuance of bonds by a public building authority and plaintiffs' allegations that Central Bank of Denver, the indenture trustee for the bond issues, aided and abetted the issuer in committing securities fraud by agreeing to delay an independent appraisal of the real property securing the bonds. Id. at 167-68, 114 S.Ct. 1439. After reviewing the text and history of § 10(b), the Supreme Court concluded that "the 1934 [Exchange Act] does not itself reach those who aid and abet a § 10(b) violation." Id. at 177, 114 S.Ct. 1439. To hold otherwise, it explained, would be to "impose . . . liability when at least one element critical for recovery under 10b-5 is absent: reliance." Id. at 180, 114 S.Ct. 1439.

Despite holding that Rule 10b-5 liability does not extend to aiders and abettors, the Supreme Court acknowledged that "secondary actors" could, in some circumstances, still be liable for fraudulent conduct. Id. at 191, 114 S.Ct. 1439. Specifically, the Court explained that

[a]ny person or entity, including a lawyer, accountant, or bank, who employs a manipulative device or makes a material misstatement (or omission) on which a purchaser or seller of securities relies may be liable as a primary violator under 10b-5, assuming all of the requirements for primary liability under Rule 10b-5 are met. In any complex securities fraud, moreover, there are likely to be multiple violators. . . .

Id. (citation omitted).

We considered the effect of Central Bank on private securities litigation against secondary actors in Shapiro v. Cantor, 123 F.3d 717 (2d Cir.1997). Shapiro involved claims against the accounting firm Deloitte & Touche and its predecessor-in-interest for alleged complicity in the deceptive conduct of a limited partnership. Id. at 718-19. We held that plaintiffs failed to state a claim for a primary violation of securities laws against Deloitte & Touche because

[a]llegations of "assisting," "participating in," "complicity in" and similar synonyms used throughout the complaint all *153 fall within the prohibitive bar of Central Bank. A claim under § 10(b) must allege a defendant has made a material misstatement or omission indicating an intent to deceive or defraud in connection with the purchase or sale of a security.

Id. at 720-21 (footnote omitted); see also id. at 720 ("[I]f Central Bank is to have any real meaning, a defendant must actually make a false or misleading statement in order to be held liable under Section 10(b). Anything short of such conduct is merely aiding and abetting, and no matter how substantial that aid may be, it is not enough to trigger liability under Section 10(b)." (quoting In re MTC Elec. Techs. Shareholders Litig., 898 F.Supp. 974, 987 (E.D.N.Y.1995))).

The principle that Central Bank requires the attribution of false statements to the defendant at the time of dissemination first appeared in our 1998 decision in Wright v. Ernst & Young LLP, 152 F.3d at 175. Wright involved claims against the accounting firm Ernst & Young and allegations that the firm orally approved a corporation's false and misleading financial statements, which were subsequently disseminated to the public. Id. at 171.

We explained that, after Central Bank, courts had generally adopted either a "bright line" test or a "substantial participation" test to distinguish between primary violations of Rule 10b-5 and aiding and abetting:

"Some courts have held that a third party's review and approval of documents containing fraudulent statements is not actionable under Section 10(b) because one must make the material misstatement or omission in order to be a primary violator. See, e.g., In re Kendall Square Research Corporation Securities Litigation, 868 F.Supp. 26, 28 (D.Mass.1994) (accountant's `review and approval' of financial statements and prospectuses insufficient); Vosgerichian v. Commodore International, 862 F.Supp. 1371, 1378 (E.D.Pa.1994) (allegations that accountant `advised' and `guid[ed]' client in making allegedly fraudulent misrepresentations insufficient).

Other courts have held that third parties may be primarily liable for statements made by others in which the defendant had significant participation. See, e.g., In re Software Toolworks, 50 F.3d 615, 628 n. 3 (9th Cir.1994) (accountant may be primarily liable based on its `significant role in drafting and editing' a letter sent by the issuer to the SEC); In re ZZZZ Best Securities Litigation, 864 F.Supp. 960, 970 (C.D.Cal. 1994) (an accounting firm that was `intricately involved' in the creation of false documents and their `resulting deception' is a primary violator of section 10(b))."

Id. at 174-75 (quoting MTC Elec., 898 F.Supp. at 986) (alterations omitted). We noted that, in Shapiro, we had followed the "bright line" approach. Id. We therefore held that "a secondary actor cannot incur primary liability under [Rule 10b-5] for a statement not attributed to that actor at the time of its dissemination." Id. Wright also made clear that attribution is necessary to satisfy the reliance element of a private damages action under Rule 10b-5. Id. ("Reliance only on representations made by others cannot itself form the basis of liability." (alteration and internal quotation marks omitted)). Because the misrepresentations on which plaintiffs' claims were based were not attributed to Ernst & Young, we held that the complaint failed to state a claim under Rule 10b-5. Id.

Despite Wright's seemingly clear requirement that false statements be attributed to the defendant, our subsequent decisions *154 may have created uncertainty or ambiguity with respect to when attribution is required. In 2001, in In re Scholastic Corp. Securities Litigation, we held that a corporate officer could be liable for misrepresentations made by the corporation, notwithstanding the fact that none of the statements at issue were specifically attributed to him. 252 F.3d at 75-76. We explained that as "vice president for finance and investor relations" the defendant "was primarily responsible for Scholastic's communications with investors and industry analysts. He was involved in the drafting, producing, reviewing and/or disseminating of the false and misleading statements issued by Scholastic during the class period." Id. On that basis, we allowed plaintiffs' claims against the defendant to proceed. Our opinion in Scholastic did not rely on, or even cite, Wright or Central Bank and contained no discussion of the distinction between primary violations of Rule 10b-5 and aiding and abetting.

Since Scholastic, district courts in our Circuit have struggled to reconcile its holding with our earlier holding in Wright. See, e.g., In re Warnaco Group, Inc. Sec. Litig., 388 F.Supp.2d 307, 314-15 n. 3 (S.D.N.Y.2005) (distinguishing Scholastic from Wright on the ground that the former involved "a corporate insider rather than an outside actor"), aff'd sub nom. Lattanzio, 476 F.3d 147; Global Crossing Ltd. Sec. Litig., 322 F.Supp.2d 319, 331 (S.D.N.Y.2004) (Lynch, J.) (discussing the tension between Wright and Scholastic and noting that "Scholastic might indicate some relaxation of Wright's [attribution] requirement"). Several of our decisions have also held that corporate officers can be liable for false information provided to and disseminated by analysts, even if no statements are attributed to the corporate officers themselves. See Rombach v. Chang, 355 F.3d 164, 174 (2d Cir.2004); Novak v. Kasaks, 216 F.3d 300, 314 (2d Cir.2000). Like Scholastic, these cases did not cite Wright or Central Bank.

Notwithstanding this uncertainty we recently confirmed the importance of attribution for claims against secondary actors. In 2007, in Lattanzio v. Deloitte & Touche, we considered claims that the accounting firm Deloitte & Touche had, inter alia, reviewed and approved false or misleading quarterly statements issued by a public company. 476 F.3d at 151-52. We held that "to state a § 10b claim against an issuer's accountant, a plaintiff must allege a misstatement that is attributed to the accountant `at the time of its dissemination,' and cannot rely on the accountant's alleged assistance in the drafting or compilation of a filing." Id. at 153 (quoting Wright, 152 F.3d at 174). We explained that imposing liability on accountants who review and approve misleading statements would be contrary to Wright's rejection of the "substantial participation" test. Id. at 155. Because the claims against Deloitte & Touche were not based on the "accountant's articulated statement," we held that Rule 10b-5 liability did not extend to the defendants. Id. at 154 ("Under Central Bank, Deloitte is not liable for merely assisting in the drafting and filing of the quarterly statements." (emphasis added)).

B. Creator Standard v. Attribution Standard

Plaintiffs and the SEC urge us to adopt a "creator" standard that would require us to hold that a defendant can be liable for creating a false statement that investors rely on, regardless of whether that statement is attributed to the defendant at the time of dissemination. They argue that their proposed standard is consistent with the law of the Circuit. They distinguish Wright and Lattanzio on the ground that the defendants in those cases were not *155 alleged to have created the false statements in question, but rather, merely reviewed false statements created by others. Plaintiffs and the SEC contend that, notwithstanding the broad language that suggests attribution is always required, these cases are best read as holding that a defendant can be liable if he or she creates a false or misleading statement or allows a false statement to be attributed to him or her. Their position finds some support in dicta from one of our recent cases. See United States v. Finnerty, 533 F.3d 143, 150 (2d Cir.2008) (describing Wright as holding that "under Central Bank, a defendant `cannot incur primary liability' for a statement neither made by him nor `attributed to [him] at the time of its dissemination'" (emphasis added) (quoting Wright, 152 F.3d at 175)).

Notwithstanding the dicta in United States v. Finnerty, we reject the creator standard for secondary actor liability under Rule 10b-5. An attribution requirement is more consistent with the Supreme Court's guidance on the question of secondary actor liability. Furthermore, a creator standard is indistinguishable from the "substantial participation" test that we have disavowed since Wright, and it is incompatible with our stated preference for a "bright line" rule. See Wright, 152 F.3d at 175.

Accordingly, secondary actors can be liable in a private action under Rule 10b-5 for only those statements that are explicitly attributed to them. The mere identification of a secondary actor as being involved in a transaction, or the public's understanding that a secondary actor "is at work behind the scenes" are alone insufficient. See Lattanzio, 476 F.3d at 155. To be cognizable, a plaintiff's claim against a secondary actor must be based on that actor's own "articulated statement," or on statements made by another that have been explicitly adopted by the secondary actor. See id.

1. Attribution Is Consistent with Stoneridge

The Supreme Court has never directly addressed whether attribution at the time of dissemination is required for secondary actors to be liable in a private damages action brought pursuant to Rule 10b-5. Nevertheless, the Court's recent decision in Stoneridge is instructive.

The Supreme Court's focus on reliance in Stoneridge favors a rule, such as attribution, that is designed to preserve that element of the private right of action available under Rule 10b-5. See Wright, 152 F.3d at 175 (noting that an attribution requirement prevents plaintiffs from "circumvent[ing] the reliance requirements of the [Exchange] Act"). In Stoneridge, which dealt primarily with deceptive conduct rather than false statements, the Court rejected claims brought pursuant to Rule 10b-5 against an issuing firm's customers and suppliers. 552 U.S. at 153, 128 S.Ct. 761. The Court held that plaintiffs' claims failed as a matter of law because plaintiffs could not demonstrate that they "rel[ied] upon [defendants'] own deceptive conduct" and because "[i]t was [the issuing firm] Charter, not [defendants], that misled its auditor and filed fraudulent financial statements." Id. at 160-61, 128 S.Ct. 761 (emphasis added); id. at 159, 128 S.Ct. 761 ("Reliance by the plaintiff upon the defendant's deceptive acts is an essential element of the § 10b private cause of action." (emphasis added)). We think that reasoning is consistent with an attribution requirement in the context of claims based on false statements. If a plaintiff must rely on a secondary actor's own deceptive conduct to state a claim under Rule 10b-5(a) and (c), it stands to reason that a plaintiff must also rely on a secondary <