Federal Housing Finance Agency v. Nomura Holding America, Inc.

WESLEY, Circuit Judge:

In the wake of the Great Depression, Congress took measures to protect the U.S. economy from suffering another catastrophic collapse. Congress’s first step in that endeavor was the Securities Act of 1933 (the “Securities Act” or “Act”), ch. 38, 48 Stat. 74 (codified as amended at 15 U.S.C. § 77a et seq.). The Act’s chief innovation was to replace the traditional buyer-beware or caveat emptor rule of contract with an affirmative duty on sellers to disclose all material information fully and fairly prior to public offerings of securities. That change marked a paradigm…