“Matched orders” occur when “a person places buy or sell orders for a security with the knowledge that sell or buy orders of substantially the same size and price will be placed simultaneously therewith.” Id. Wash and match trades are illegal under section 9(a)(1) of the Act, 15 U.S.C. § 78i(a)(1), only when traded “[f]or the purpose of creating a false or misleading appearance of active trading in any security other than a government security, or a false or misleading appearance with respect to the market for any such security.” Rabin has not alleged that

Congress knew how to limit claims to trading taking place on an exchange. See 15 U.S.C. §78i(a). Section 10(b), the predicate violation in this case, is not so limited (Steginsky, 741 F.3d at 371), nor is there such a limitation in the statutory language of Section 20A(a).

Plaintiff must also bring a Section 14(a) action “within one year after the discovery of the facts” constituting the violation and in any event no later than three years after the violation has occurred. 15 U.S.C. § 78i(e). It is undisputed that the first complaint alleging violations of Securities Act claims was filed on September 12, 2008, less than one year from First Trust’s devastating revelations on July 7, 2008 -- less than three years from when the shares in the IPOs were actually offered to the public for sale.57 The Complaint, which first brought the Section 14(a) claims, was filed on April 30, 2008.

Section 9(a)(2) condemns actual securities transactions involving a change in beneficial ownership that “creat[e] actual or apparent active trading in such security, or rais[e] or depress[] the price of such security, for the purpose of inducing the purchase or sale of such security by others.” 15 U.S.C. § 78i(a)(2). This provision “has been called ‘the very heart of the act.

Statute of Limitations: Counts 1, 2, 5, 6 and 7 are barred by the one or two-year statutes of limitations applicable to each. See 15 U.S.C. § 77m (one-year statute of limitations for Counts 1-2); 15 U.S.C. § 78i(f) (one-year statute of limitations for Count 5); see also Merck & Co. v. 9 This claim also fails because Section 206 and Rules 206(4)-2, 206(4)-6(a) and 206(4)-6(c) apply only to investment advisors who “for compensation, engage[] in the business of advising others . . . as to the value of securities or as to the advisability of investing in . . . securities.” 15 U.S.C. 80b-2(a)(11).

As such, federal courts routinely decline to find federal common law contribution rights in connection with statutory schemes.12 To the extent the Trustee were to attempt to circumvent this limitation by assuming the mantle of a joint tortfeasor and invoking a purported state law right of contribution for BLMIS’ tortious acts, his efforts would be unavailing. Federal courts recognize a state law 11 See, e.g., Texas Indus., 451 U.S. at 640 n.11 (citing as examples where Congress provided for a right of contribution § 11(f) of the Securities Act of 1933, 15 U.S.C. §§ 77k(f), and §§ 9(e) and 18(b) of the Securities Exchange Act of 1934, 15 U.S.C. §§78i(e) and 78r(b)). 12 See Texas Indus., 451 U.S. at 644-47 (no common law contribution for Sherman Antitrust Act violations); Nw.

See, e.g., 15 U.S.C. § 78c-1(b)(2) (prohibiting the SEC from “requiring . . . or suggesting, the registration . . . of any security-based swap agreement” and stating that any application filed with regard to a swap agreement “shall be void”). 46 See also 15 U.S.C. § 78i(a)(2)-(5) (amending anti-fraud enforcement measures to prohibit certain conduct with regard to a “security” or a “security-based swap agreement . . . with respect to such security.” (emphasis added)); 15 U.S.C. § 78p(a) (amending anti-insider trading measures relating to “any equity security” or “a security-based swap agreement . . . involving such equity security” (emphasis added)).

The term refers generally to practices, such as wash sales, matched orders, or rigged prices, that are intended to mislead investors by artificially affecting market activity. See, e. g., s 9 of the 1934 Act, 15 U.S.C. s 78i (prohibiting specific manipulative practices); Ernst & Ernst, supra, at 195, 199 n. 21, 205, 96 S.Ct., at 1382, 1384, 1386; Piper v. Chris-Craft Industries, Inc., 430 U.S., at 43, 97 S.Ct., at 950 (Rule 10b-6, also promulgated under s 10(b), is ‘an antimanipulative provision designed to protect the orderliness of the securities market during distributions of stock’ and ‘to prevent simulative trading by an issuer in its own securities in order to create an unnatural and unwarranted appearance of market activity’); 2 A. Bromberg, Securities Law: Fraud s 7.3 (1975); 3 L. Loss, Securities Regulation 1541-1570 (2d ed.

Dec. 1151 (1961) (disciplining floor broker who traded for his own account and manipulated the price of a commodity for his own benefit). Here, in contrast, while the CFTC’s exhaustive investigation into the Amaranth trades has resulted in a civil litigation, the litigation does not include the floor brokers, and the CFTC has not brought any disciplinary actions against either of the Floor Brokers in connection with the Amaranth trades.10 8 Wash sales and matched orders are types of fictitious sales that are expressly illegal under 15 U.S.C. §78i(a)(1). Each involves an order to buy and sell identical quantities of securities at nearly the same time, and the manipulative intent of each transaction is readily apparent from the structure of the order.