Concurring and Dissenting Opinion
Judge Mansfield concurred in the “results” reached by Judge Timbers, except with respect to the Piper family’s liability. Judge Mansfield agreed that the Piper communications violated § 14 (e), but concluded that Chris-Craft had failed to prove damages resulting from those infractions. *20Applying the principles of Mills v. Electric Auto-Lite Co., supra, Judge Mansfield stated:
“[Chris-Craft] must show that it suffered some resulting loss. This it has failed to do.” 480 F. 2d, at 401.
On the other issues addressed by the majority opinion, Judge Mansfield concluded that Chris-Craft’s standing under § 14 (e) rested solely on the policy of vigorous enforcement of the antifraud provisions. 480 F. 2d, at 396. As to scienter, Judge Mansfield concluded that intent to defraud had not been shown. He formulated instead the following test of scienter:
“In short, the scienter requirement would be met if the corporate officer (1) knew the essential facts and failed to disclose them, or (2) failed or refused, after being put on notice of a possible material failure in disclosure, to apprise himself of the facts under circumstances where he could reasonably have ascertained and disclosed them without any extraordinary effort.” Id., at 398.
He concluded that the actions complained of satisfied this standard.
Like Judge Gurfein, Judge Mansfield declined to indulge the presumption that Bangor’s Rule 10b-6 violations actually operated to make its exchange offer deceptively attractive; he concurred solely on the ground that where a party achieves control through violations of the securities laws, the party is liable as a matter of law to an injured competitor.15
G
District Court Opinion on Relief November 6, 1974
Pursuant to the remand, Judge Pollack took evidence on damages. Although concluding that the Court of Appeals’ *21mandate required the use of “hypothetical figures,” he determined that Chris-Craft’s damages were to be measured by comparing the value of its Piper holdings prior and subsequent to Bangor’s achieving control. 384 F. Supp. 507, 512 (1974). Employing this method, he concluded on the basis of expert testimony that the fair market value of Piper stock as of the day Bangor achieved control was $48 per share. Id., at 517. After ascertaining that the value of Chris-Craft’s takeover opportunity amounted to 5% of the fair market value of the stock, or $2.40 per share, id., at 523, the District Court awarded to Chris-Craft, based on its holdings of 697,495 shares, damages of $1,673,988. Ibid. The District Court also granted an award of prejudgment interest and entered an injunction, consistent with the mandate of the Court of Appeals, barring Bangor from voting the illegally acquired Piper shares for five years. Id., at 526.
H
Court of Appeals’ Opinion on Relief April 11, 1975
In the final phase of the litigation, the Court of Appeals reversed on the damages issue and calculated Chris-Craft’s damages without further remand to the District Court. The Court of Appeals fixed damages as the difference between what Chris-Craft had actually paid for Piper shares and the price at which the large minority block could have been sold at the earliest point after Bangor Punta gained control. Application of this formula produced damages in the amount of $36.98 per Piper share held by Chris-Craft, or a total of $25,793,365. 516 F. 2d 172, 190 (1975). The court instructed the District Court to recompute prejudgment interest based on the revised damages award. Id., at 191. This new computation increased Chris-Craft’s pre judgment interest from $600,000 to approximately $10 million.
It is this judgment which is now under review.
*22III
The Williams Act
We turn first to an examination of the Williams Act, which was adopted in 1968 in response to the growing use of cash tender offers as a means for achieving corporate takeovers.16 Prior to the 1960’s, corporate takeover attempts had typically involved either proxy solicitations, regulated under § 14 of the Securities Exchange Act, 15 U. S. C. § 78n, or exchange offers of securities, subject to the registration requirements of the 1933 Act. § 77e. The proliferation of cash tender offers, in which publicized requests are made and intensive campaigns conducted for tenders of shares of stock at a fixed price, removed a substantial number of corporate control contests from the reach of existing disclosure requirements of the federal securities laws. See generally S. Rep. No. 550, 90th Cong., 1st Sess., 2-4 (1967) (hereinafter Senate Report); H. R. Rep. No. 1711, 90th Cong., 2d Sess., 2-4 (1968) (hereinafter House Report).
To remedy this gap in federal regulation, Senator Harrison Williams introduced a bill in October 1965 to subject tender offerors to advance disclosure requirements. The original proposal, S. 2732, evolved over the next two years in response to positions expressed by the SEC and other interested parties from private industry and the New York Stock Exchange. 113 Cong. Rec. 854 (1967) (remarks of Sen. Williams). As subsequently enacted, the legislation requires takeover bidders to file a statement with the Commission indicating, among other things, the “background and identity” of the offeror, the source and amount of funds or other consideration to be used in making the purchases, the *23extent of the offeror’s holdings in the target corporation, and the offeror’s plans with respect to the target corporation’s business or corporate structure. 15 U. S. C. § 78m (d)(1).
In addition to disclosure requirements, which protect all target shareholders, the Williams Act provides other benefits for target shareholders who elect to tender their stock. First, stockholders who accept the tender offer are given the right to withdraw their shares during the first seven days of the tender offer and at any time after 60 days from the commencement of the offer. § 78n (d)(5). Second, where the tender offer is for less than all outstanding shares and more than the requested number of shares are tendered, the Act requires that the tendered securities be taken up pro rata by the offeror during the first 10 days of the offer. § 78n (d)(6).17 This provision, according to Senator Williams, was specifically designed to reduce pressures on target shareholders to deposit their shares hastily when the takeover bidder makes its tender offer on a first-come, first-served basis. 113 Cong. Rec. 856 (1967). Finally, the Act provides that if, during the course of the offer, the amount paid for the target shares is increased, all tendering shareholders are to receive the additional consideration, even if they tendered their stock before the price increase was announced. 15 U. S. C. § 78n (d)(7). See generally 1 A. Bromberg, Securities Law: Fraud § 6.3 (551), p. 120.2 (1975).
*24Besides requiring disclosure and providing specific benefits for tendering shareholders, the Williams Act also contains a broad antifraud prohibition, which is the basis of Chris-Craft’s claim. Section 14 (e) of the Securities Exchange Act, as added by § 3 of the Williams Act, 82 Stat. 457, 15 U. S. C. § 78n (e), provides:
“It shall be unlawful for any person to make any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading, or to engage in any fraudulent, deceptive, or manipulative acts or practices, in connection with any tender offer or request or invitation for tenders, or any solicitation of security holders in opposition to or in favor of any such offer, request, or invitation.”
This provision was expressly directed at the conduct of a broad range of persons, including those engaged in making or opposing tender offers or otherwise seeking to influence the decision of investors or the outcome of the tender offer. Senate Report 11.
The threshold issue in these cases is whether tender offerors such as Chris-Craft, whose activities are regulated by the Williams Act, have a cause of action for damages against other regulated parties under the statute on a claim that antifraud violations by other parties have frustrated the bidder’s efforts to obtain control of the target corporation. Without reading such a cause of action into the Act, none of the other issues need be reached.
IV
Our analysis begins, of course, with the statute itself. Section 14 (e), like § 10 (b), makes no provision whatever for a private cause of action, such as those explicitly provided in other sections of the 1933 and 1934 Acts. E. g., §§ 11, 12, 15 of the 1933 Act, 15 U. S. C. §§ 77k, 77l, 77o; §§ 9, 16, 18, 20 *25of the 1934 Act, 15 U. S. C. §§ 78i, 78p, 78r, 78t. This Court has nonetheless held that in some circumstances a private cause of action can be implied with respect to the 1934 Act’s antifraud provisions, even though the relevant provisions are silent as to remedies. J. I. Case Co. v. Borak, 377 U. S. 426 (1964) (§ 14(a)); Superintendent of Ins. v. Bankers Life & Cas. Co., 404 U. S. 6, 13 n. 9 (1971) (§ 10 (b)).
The reasoning of these holdings is that, where congressional purposes are likely to be undermined absent private enforcement, private remedies may be implied in favor of the particular class intended to be protected by the statute. For example, in J. I. Case Co. v. Borak, supra, recognizing an implied right of action in favor of a shareholder complaining of a misleading proxy solicitation, the Court concluded as to such a shareholder’s right:
“While [§ 14 (a)] makes no specific reference to a private right of action, among its chief purposes is ‘the protection of investors,’ which certainly implies the availability of judicial relief where necessary to achieve that result.” 377 U. S., at 432. (Emphasis supplied.)
Indeed, the Court in Borak carefully noted that because of practical limitations upon the SEC’s enforcement capabilities, “[p]rivate enforcement . . . provides a necessary supplement to Commission action.” Ibid. (Emphasis added.) Similarly, the Court’s opinion in Blue Chip Stamps v. Manor Drug Stores, 421 U. S. 723, 730 (1975), in reaffirming the availability of a private right of action under § 10 (b), specifically alluded to the language in Borak concerning the necessity for supplemental private remedies without which congressional protection of shareholders would be defeated. See also Rondeau v. Mosinee Paper Corp., 422 U. S. 49, 62 (1975).
Against this background we must consider whether § 14 (e), which is entirely silent as to private remedies, permits this Court to read into the statute a damages remedy for unsuccessful tender offerors. To resolve that question we turn to the *26legislative history to discern the congressional purpose underlying the specific statutory prohibition in § 14 (e). Once we identify the legislative purpose, we must then determine whether the creation by judicial interpretation of the implied cause of action asserted by Chris-Craft is necessary to effectuate Congress' goals.
A
Reliance on legislative history in divining the intent of Congress is, as has often been observed, a step to be taken cautiously. Department of Air Force v. Rose, 425 U. S. 352, 388-389 (1976) (Blackmun, J., dissenting); United States v. Public Utilities Comm’n, 345 U. S. 295, 319 (1953) (Jackson, J., concurring); Scripps-Howard Radio v. FCC, 316 U. S. 4, 11 (1942). In this case both sides press legislative history on the Court not so much to explain the meaning of the language of a statute as to explain the absence of any express provision for a private cause of action for damages. As Mr. Justice Frankfurter reminded us: “We must be wary against interpolating our notions of policy in the interstices of legislative provisions.” Ibid. With that caveat, we turn to the legislative history of the Williams Act.
In introducing the legislation on the Senate floor, the sponsor, Senator Williams, stated:
“This legislation will close a significant gap in investor protection under the Federal securities laws by requiring the disclosure of pertinent information to stockholders when persons seek to obtain control of a corporation by a cash tender offer or through open market or privately negotiated purchases of securities.” 113 Cong. Rec. 854 (1967). (Emphasis supplied.)
The same theme of investor protection was emphasized eight months later by Senator Williams on the day the measure was passed by the Senate:
“[The federal securities laws] provide protection for millions of American investors by requiring full disclosure *27of information in connection with the public offering and trading of securities. These laws have worked well in providing the public with adequate information on which to base intelligent investment decisions.
“There are, however, some areas still remaining where full disclosure is necessary for investor protection but not required by present law. One such area is the purchase by direct acquisition or by tender offers of substantial blocks of the securities of publicly held companies.
“S. 510 . . . provides for investor protection in these areas.” Id., at 24664. (Emphasis supplied.)
Indeed, the bill as finally enacted by Congress was styled as a disclosure provision: “A bill to provide for full disclosure of corporate equity ownership of securities under the Securities Exchange Act of 1934.” See generally 1 A. Bromberg, supra, § 6.3 (121), at 116.2.
Confirming the view that the legislation was designed to fill “a rather large gap in the securities statutes,” Manuel Cohen, then Chairman of the SEC, testified before the Senate Subcommittee on Securities:
“[T]he general approach . . . of this bill is to provide the investor, the person who is required to make a decision, an opportunity to examine and to assess the relevant facts . . . .” Senate Hearings 15.
In response to the suggestion that the legislation would tend to aid entrenched management in warding off potentially beneficial takeover bids, Chairman Cohen testified:
“But the principal point is that we are not concerned with assisting or hurting either side. We are concerned with the investor who today is just a pawn in a form of industrial warfare. . . . The investor is lost somewhere *28in the shuffle. This is our concern and our only concern.” Id., at 178. (Emphasis supplied.)
The legislative history thus shows that Congress was intent upon regulating takeover bidders, theretofore operating covertly, in order to protect the shareholders of target companies. That tender offerors were not the intended beneficiaries of the bill was graphically illustrated by the statements of Senator Kuchel, cosponsor of the legislation, in support of requiring takeover bidders, whom he described as “corporate raiders” and “takeover pirates,” to disclose their activities.
“Today there are those individuals in our financial community who seek to reduce our proudest businesses into nothing but corporate shells. They seize control of the corporation with unknown sources, sell or trade away the best assets, and later split up the remains among themselves. The tragedy of such collusion is that the corporation can be financially raped without management or shareholders having any knowledge of the acquisitions. . . . The corporate raider may thus act under a cloak of secrecy while obtaining the shares needed to put him on the road to a successful capture of the company.” 113 Cong. Rec. 857-858 (1967). (Emphasis supplied.)
At different stages of the legislative debate, Senator Kuchel called the Senate's attention to specific takeover attempts directed against two companies. During the floor debate on the day S. 510 was passed, Senator Kuchel described one takeover contest:
“If this attempt had succeeded, [the company] would have found itself under the control of a combination including significant foreign interests, without prior notice to the company, without an opportunity for examination into the circumstances surrounding the tender *29offer, and without any regard for the rights of its stockholders.” Id., at 24665. (Emphasis supplied.)
Moreover, the Senate Subcommittee heard the testimony of Professor Hayes, speaking on behalf of himself and his co-author of a comprehensive study on takeover attempts,18 who stated:
“The two major protagonists—the bidder and the defending management—do not need any additional protection, in our opinion. They have the resources and the arsenal of moves and countermoves which can adequately protect their interests. Rather, the investor—who is the subject of these entreaties of both major protagonists—is the one who needs a more effective champion . . . .” Senate Hearings 57. (Emphasis supplied.)
In the face of this legislative history, the Court of Appeals understandably did not rely upon the legislative materials to support an implied cause of action for damages in favor of Chris-Craft. In this Court, however, Chris-Craft and the SEC contend that Congress clearly intended to protect tender offerors as part of a “pervasive scheme of federal regulation of tender offers.” In support of their reading of the legislative history, they emphasize, first, that in enacting the legislation Congress was intent upon establishing a policy of evenhandedness in takeover regulation. Congress was particularly anxious, Chris-Craft argues, “To avoid tipping the balance of regulation . . . .’”
Congress was indeed committed to a policy of neutrality in contests for control, but its policy of evenhandedness does not go either to the purpose of the legislation or to whether a private cause of action is implicit in the statute. Neutrality is, rather, but one characteristic of legislation directed toward a different purpose—the protection of investors. Indeed, the statements concerning the need for Congress to *30maintain a neutral posture in takeover attempts are contained in the section of the Senate Report entitled, “Protection of Investors.” Taken in their totality, these statements confirm that what Congress had in mind was the protection of shareholders, the “pawn[s] in a form of industrial warfare.” The Senate Report expressed the purpose as “plac[ing] investors on an equal footing with the takeover bidder,” Senate Report 4, without favoring either the tender offeror or existing management. This express policy of neutrality scarcely suggests an intent to confer highly important, new rights upon the class of participants whose activities prompted the legislation in the first instance.
Moreover, closer analysis shows that Congress’ “equal footing” observations were in response to strong criticisms that the proposed legislation would unduly inhibit tender offers.19 As originally introduced, the disclosure proposals embodied in S. 2731 were avowedly pro-management in the target company’s efforts to defeat takeover bids. See generally Note, The Williams Amendments: An Evaluation of the Early Returns, 23 Vand. L. Rev. 700 (1970). Subsequent committee hearings, however, indicated, first, that takeover bids could often serve a useful function, and, second, that entrenched management, equipped with considerable weapons in battles for control, tended to be successful in fending off possibly beneficial takeover attempts. Several witnesses specifically called the efficacy of the proposed legislation into question, since in their view the “scales are pretty unbalanced at the moment, and unbalanced very much in favor of management.” Senate Hearings 117.
The sponsors of this legislation were plainly sensitive to the suggestion that the measure would favor one side or the other in control contests; however, they made it clear that *31the legislation was designed solely to get needed information to the investor, the constant focal point of the committee hearings. Senator Williams articulated this singleness of purpose, even while advocating neutrality:
“We have taken extreme care to avoid tipping the scales either in favor of management or in favor of the person making the takeover bids. S. 510 is designed solely to require full and fair disclosure for the benefit of investors.” 113 Cong. Rec. 24664 (1967). (Emphasis supplied.)
Accordingly, the congressional policy of “evenhandedness” is nonprobative of the quite disparate proposition that the Williams Act was intended to confer rights for money damages upon an injured takeover bidder.
Besides the policy of evenhandedness, Chris-Craft emphasizes that the matter of implied private causes of action was raised in written submissions to the Senate Subcommittee. Specifically, Chris-Craft points to the written statements of Professors Israels and Painter, who made reference to J. I. Case Co. v. Borak, 377 U. S. 426 (1964). Chris-Craft contends, therefore, that Congress was aware that private actions were implicit in § 14 (e).
But this conclusion places more weight on the passing reference to Borak than can reasonably be carried. Even accepting the value of written statements received without comment by the committee and without cross-examination,20 the statements do not refer to implied private actions by *32offeror-bidders. For example, Professor Israels’ statement on this subject reads:
“[A] private litigant could seek similar relief before or after the significant fact such as the acceptance of his tender of securities.” Senate Hearings 67. (Emphasis supplied.)
Similarly, Professor Painter in his written submission referred to “injured investors.” Id., at 140. Neither Israels nor Painter discussed or even alluded to remedies potentially available to takeover bidders.
More important, these statements referred to a case in which the remedy was afforded to shareholders—the direct and intended beneficiaries of the legislation. In Borak, the Court emphasized that § 14 (a), the proxy provision, was adopted expressly for “the protection of investors,” 377 U. S., at 432, the very class of persons there seeking relief.21 The *33Court found no difficulty in identifying the legislative objective and concluding that remedies should be available if necessary “to make effective the congressional purpose.” Id., at 433. Borak did not involve, and the statements in the legislative history relied upon by Chris-Craft do not implicate, the interests of parties such as offeror-bidders who are outside the scope of the concerns articulated in the evolution of this legislation.22
Chris-Craft and the SEC also rely upon statements in the legislative history which, they suggest, demonstrate that Congress in adopting the Williams Act was concerned with parties other than shareholders. First, they place particular emphasis upon a statement by Chairman Cohen in his Senate testimony that “shareholders are not the only persons concerned.” From this statement, they argue that tender offerors were likewise within the sphere of congressional concern. In that colloquy, however, Chairman Cohen was plainly referring to persons in need of disclosure:
“As soon as there is a takeover bid, everybody in the market gets excited. There are people who consider themselves professional or amateur arbitragers, and they begin to play the games that possibility permits.” Senate Hearings 178.
Thus, Chairman Cohen was referring to other actors in the marketplace, including arbitragers, who would benefit from disclosure. He was not referring to the needs of those required by the proposed legislation to make disclosure, the tender offerors themselves.
*34Finally, Chris-Craft emphasizes what it perceives as the Commission’s express concern with the plight of takeover bidders faced with "unfair tactics by entrenched management.” The SEC Chairman did indeed speak in the Subcommittee Hearings of the need to “regulate improper practices by management and others opposing a tender offer . . . ." Senate Hearings 184. But in so doing, he was not pleading the cause of takeover bidders; on the contrary, he testified that imposing disclosure duties upon management would “make it much easier for stockholders to evaluate the offer on its merits.” Ibid. (Emphasis supplied.)
In short, by extending the statute’s coverage to solicitations in opposition to tender offers, Congress was seeking to broaden the scope of protection afforded to shareholders confronted with competing claims. Senator Williams, for example, was fully aware that in a contest for control, full disclosure by all contestants was needed to protect shareholders:
“In the rather common situation where existing management or third parties contest a tender offer, shareholders may be exposed to a bewildering variety of conflicting appeals and arguments designed to persuade them either to accept or to reject the tender offer. The experience of the SEC with proxy fights offers ample evidence that this type of situation can best be controlled, and shareholders most adequately informed, if both sides to the argument are subject to the full and fair disclosure rules of the Federal securities laws.” 113 Cong. Rec. 855-856 (1967). (Emphasis supplied.)
Furthermore, in the very passages on which Chris-Craft relies as evidencing SEC concern for tender offerors, Chairman Cohen criticized any analysis which focused upon the legislation’s impact on management or the takeover bidder:
“Moreover, this type of analysis lays almost exclusive stress on the respective interests of the offeror and the *35existing management, rather than upon the protection of the stockholders . . . who are left to be treated as pawns in an elaborate game between the offerors and the management or perhaps other competing interests.” Senate Hearings 184. (Emphasis supplied.)
The legislative history thus shows that the sole purpose of the Williams Act was the protection of investors who are confronted with a tender offer. As we stated in Rondeau v. Mosinee Paper Corp., 422 U. S., at 58: “The purpose of the Williams Act is to insure that public shareholders who are confronted by a cash tender offer for their stock will not be required to respond without adequate information . . . .” We find no hint in the legislative history, on which respondent so heavily relies, that Congress contemplated a private cause of action for damages by one of several contending offerors against a successful bidder or by a losing contender against the target corporation.
The dissent suggests, however, that Chris-Craft is suing under § 14 (e) for injuries sustained in its status as a Piper shareholder, as well as in its capacity as a defeated tender offeror. Post, at 56-59. In contrast to that suggestion, Chris-Craft’s position in this Court on the issue of standing is based on the narrow ground that the Williams Act was designed to protect not only target company shareholders, but rival contestants for control as well. Brief for Respondent 36-40, 43, 46-48, 50-54. It is clear, therefore, that Chris-Craft has not asserted standing under § 14 (e) as a Piper shareholder. The reason is not hard to divine. As a tender offeror actively engaged in competing for Piper stock, Chris-Craft was not in the posture of a target shareholder confronted with the decision of whether to tender or retain its stock. Consequently, Chris-Craft could scarcely have alleged a need for the disclosures mandated by the Williams Act. In short, the fact that Chris-Craft necessarily acquired Piper stock as a means of taking over Piper adds nothing to its § 14 (e) standing *36arguments.23 This probably explains why the Court of Appeals at no time intimated that it rested Chris-Craft’s standing on its status as a Piper stockholder. Its opinion in this respect could hardly be clearer:
“This is a case of first impression with respect to the right of a tender offeror to claim damages for statutory violations by his adversary. And our holding is premised on the belief that the harm done the defeated contestant is not that it had to pay more for the stock but that it got less stock than it needed for control.” 480 F. 2d, at 362. (Emphasis supplied.)
Moreover, the items of damages cited in dissent, post, at 57-58, n. 6, as attributable to Chris-Craft in its status as a Piper shareholder are, upon analysis, actually related under these circumstances to Chris-Craft’s status as a contestant for control of a corporation. First, the alleged “loss of the control premium,” which Chris-Craft presumably otherwise would have enjoyed, relates on its face, not to Chris-Craft as a Piper shareholder per se, but to its status as a shareholder who failed to gain control. Second, the alleged loss of value as to a “locked-in,” “exceptionally large block” of Piper stock likewise relates under these circumstances to a particular kind of Piper shareholder, namely one whose efforts to secure control necessarily resulted in the acquisition of major stockholdings in the company. In this regard, the Court of Ap*37peals plausibly assumed that in order to dispose of its Piper holdings Chris-Craft would have to file a registration statement with the SEC, since Chris-Craft would presumably be engaged in a distribution of Piper stock. 516 F. 2d, at 188-189. In contrast, no ordinary Piper shareholder would have had to comply with the 1933 Act’s registration requirements in order to sell his stock, since the typical shareholder is not “an issuer, underwriter, or dealer.” 15 U. S. C. § 77d (1).
Consequently, the elements of damages mentioned in dissent are peculiar to Chris-Craft not as a “target shareholder” of Piper, but as a defeated tender offeror “injured” by its adversaries’ alleged violations of the securities laws.24
B
Our conclusion as to the legislative history is confirmed by the analysis in Cort v. Ash, 422 U. S. 66 (1975). There, the Court identified four factors as “relevant” in determining whether a private remedy is implicit in a statute not expressly providing one. The first is whether the plaintiff is “ ‘one of the class for whose especial benefit the statute was enacted . . . .’” Id., at 78. (Emphasis in original.) As previously indicated, examination of the statute and its genesis shows that Chris-Craft is not an intended beneficiary of the Williams Act, and surely is not one “for whose especial benefit the statute was enacted.” Ibid. To the contrary, Chris-Craft is a member of the class whose activities Congress intended to regulate for the protection and benefit of an entirely distinct class, shareholder-offerees. As a party whose previously unregulated conduct was purposefully brought under federal control by the statute, Chris-Craft can scarcely lay claim to the status of “beneficiary” whom Congress considered in need of protection.
*38Second, in Cort v. Ash we inquired whether there was “any indication of legislative intent, explicit or implicit, either to create such a remedy or to deny one.” Ibid. Although the historical materials are barren of any express intent to deny a damages remedy to tender offerors as a class, there is, as we have noted, no indication that Congress intended to create a damages remedy in favor of the loser in a contest for control. Fairly read, we think the legislative documents evince the narrow intent to curb the unregulated activities of tender offerors. The expression of this purpose, which pervades the legislative history, negates the claim that tender offerors were intended to have additional weapons in the form of an implied cause of action for damages, particularly if a private damages action confers no advantage on the expressly protected class of shareholder-offerees, a matter we discuss later. Infra, at 39.
Chris-Craft argues, however, that Congress intended standing under § 14 (e) to encompass tender offerors since the statute, unlike § 10 (b), does not contain the limiting language, “in connection with the purchase or sale” of securities. Instead, in § 14 (e), Congress broadly proscribed fraudulent activities “in connection with any tender offer . . . or any solicitation . . . in opposition to or in favor of any such offer. . . .”
The omission of the purchaser-seller requirement does not mean, however, that Chris-Craft has standing to sue for damages under § 14 (e) in its capacity as a takeover bidder. It may well be that Congress desired to protect, among others, shareholder-offerees who decided not to tender their stock due to fraudulent misrepresentations by persons opposed to a takeover attempt. See generally 1 A. Bromberg, Securities Law: Fraud § 6.3 (1021), p. 122.17 (1969). See also Senate Report 2; House Report 3. These shareholders, who might not enjoy the protection of § 10 (b) under Blue Chip Stamps v. Manor Drug Stores, 421 U. S. 723 (1975), could perhaps *39state a claim under § 14 (e), even though they did not tender their securities.25 But increased protection, if any, conferred upon the class of shareholder-offerees by the elimination of the purchaser-seller restriction can scarcely be interpreted as giving protection to the entirely separate and unrelated class of persons whose conduct the statute is designed to regulate.
Third, Cort v. Ash tells us that we must ascertain whether it is “consistent with the underlying purposes of the legislative scheme to imply such a remedy for the plaintiff.” 422 U. S., at 78. We conclude that it is not. As a disclosure mechanism aimed especially at protecting shareholders of target corporations, the Williams Act cannot consistently be interpreted as conferring a monetary remedy upon regulated parties, particularly where the award would not redound to the direct benefit of the protected class. Although it is correct to say that the $36 million damages award indirectly benefits those Piper shareholders who became Chris-Craft shareholders when they accepted Chris-Craft’s exchange offer, it is equally true that the damages award injures those Piper shareholders who exchanged their shares for Bangor Punta’s stock and who, as Bangor Punta shareholders, would necessarily bear a large part of the burden of any judgment against Bangor Punta. The class sought to be protected by the Williams Act are the shareholders of the target corporation; hence it can hardly be said that their interests as a class are served by a judgment in favor of Chris-Craft and against Bangor Punta. Moreover, the damages are awarded to the very party whose activities Congress intended to curb; Chris-Craft did not sue in the capacity of an injured Piper shareholder, but as a defeated tender offeror.
Nor can we agree that an ever-present threat of damages against a successful contestant in a battle for control will provide significant additional protection for sharehold*40ers in general. The deterrent value, if any, of such awards can never be ascertained with precision. More likely, however, is the prospect that shareholders may be prejudiced because some tender offers may never be made if there is a possibility of massive damages claims for what courts subsequently hold to be an actionable violation of § 14 (e).26 Even a contestant who “wins the battle” for control may well wind up exposed to a costly “war” in a later and successful defense of its victory. Or at worst—on Chris-Craft’s damages theory—the victorious tender offeror or the target corporation might be subject to a large substantive judgment, plus high costs of litigation.
In short, we conclude that shareholder protection, if enhanced at all by damages awards such as Chris-Craft contends for, can more directly be achieved with other, less drastic means more closely tailored to the precise congressional goal underlying the Williams Act.
Fourth, under the Cort v. Ash analysis, we must decide whether “the cause of action [is] one traditionally relegated to state law . . . .” 422 U. S., at 78. Despite the pervasiveness of federal securities regulation, the Court of Appeals concluded in these cases that Chris-Craft’s complaint would give rise to a cause of action under common-law principles of interference *41with a prospective commercial advantage. Although Congress is, of course, free to create a remedial scheme in favor of contestants in tender offers, we conclude, as we did in Cort v. Ash, that “it is entirely appropriate in this instance to relegate [the offeror-bidder] and others in [that] situation to whatever remedy is created by state law,” id., at 84, at least to the extent that the offeror seeks damages for having been wrongfully denied a “fair opportunity” to compete for control of another corporation.
C
What we have said thus far suggests that, unlike J. I. Case Co. v. Borak, supra, judicially creating a damages action in favor of Chris-Craft is unnecessary to ensure the fulfillment of Congress' purposes in adopting the Williams Act. Even though the SEC operates in this context under the same practical restraints recognized by the Court in Borak, institutional limitations alone do not lead to the conclusion that any party interested in a tender offer should have a cause of action for damages against a competing bidder.27 First, *42as Judge Friendly observed in Electronic Specialty Co. v. International Controls Corp., 409 F. 2d 937, 947 (CA2 1969), in corporate control contests the stage of preliminary injunctive relief, rather than post-contest lawsuits, “is the time when relief can best be given.” Furthermore, awarding damages to parties other than the protected class of shareholders has only a remote, if any, bearing upon implementing the congressional policy of protecting shareholders who must decide whether to tender or retain their stock.28 Indeed, as we suggested earlier, a damages award of this nature may well be inconsistent with the interests of many members of the protected class and of only indirect value to shareholders who accepted the exchange offer of the defeated takeover contestant.
We therefore conclude that Chris-Craft, as a defeated tender offeror, has no implied cause of action for damages under § 14(e).
V
In addition to its holding under § 14 (e), the Court of Appeals held that Bangor was liable for damages under Rule 10b-6 because of its off-exchange cash purchases of Piper stock in May 1969. Although the Court of Appeals imposed joint and several liability upon all defendants with respect to the injury occasioned by Bangor’s achieving control of Piper, our holding in Part IV, supra, that no cause of action for damages lies under § 14 (e) in favor of Chris-*43Craft, necessarily removes all petitioners except Bangor Punta from any potential liability in these cases. The issue that remains is whether Chris-Craft has a cause of action for damages against Bangor alone by virtue of the latter’s alleged Rule 10b-6 violations. We hold that it does not.
Rule 10b-6 29 is an antimanipulative provision designed to protect the orderliness of the securities market during distributions of stock. The Rule in essence prohibits issuers whose stock is in the process of distribution from market tampering by purchasing either the stock or rights to purchase the stock until the distribution has been completed. The purpose of the Rule is to prevent stimulative trading by an issuer in its own securities in order to create an unnatural and unwarranted appearance of market activity. See generally E. Aranow & H. Einhorn, Tender Offers for Corporate Control 131 (1973). Here, the Court of Appeals held, and its holding is unchallenged, that the cash purchases of Piper stock during the pendency of Bangor’s exchange offer constituted purchases of “right[s] to purchase” Bangor stock within the meaning of Rule 10b-6.30
Without questioning the finding of Rule 10b-6 violations, Bangor strenuously argues that Chris-Craft fails the standing test applied in Blue Chip Stamps v. Manor Drug Stores, 421 U. S. 723 (1975).31 The concern of Rule 10b-6 in these circumstances, Bangor suggests, is to foreclose manipulative trading which would affect the price of Bangor Punta stock, since Bangor Punta securities were being distributed *44in the exchange offer. Because Chris-Craft neither purchased nor sold Bangor securities, it is foreclosed, under Bangor’s analysis, from suing under Rule 10b-6.
If we accepted Bangor’s analysis, Rule 10b-6 would provide no remedy for an entire class of persons who actually purchased or sold securities, namely, those investors who either bought or sold Piper stock, which in turn represented “rights” to purchase Bangor stock then in distribution. This class of securities would, under the SEC’s theory, be potentially affected by Bangor’s off-exchange purchases, since acquisitions of rights to acquire stock during a distribution have, under the SEC’s view of Rule 10b-6, at least the potential for artificially raising the price of those rights. Thus, Bangor’s theory would foreclose, among others, any investors who purchased Piper stock after the unlawful acquisitions; this would be true even though the price paid for the stock might be shown to reflect the stimulative effects of Bangor’s off-market, block purchases. In this respect, this case is readily distinguishable from Blue Chip, where the complainants made no purchases of stock at all; unlike that situation, here Chris-Craft was a purchaser of Piper common stock, the very class of securities with respect to which Bangor was held to have committed Rule 10b-6 violations.
We conclude, however, that these cases do not call for a definitive resolution of the law of standing under Rule 10b-6, as Bangor would have us do. Nor do we find it appropriate to do so under the unusual circumstances presented here. First, the Court of Appeals, although sensitive to the Birnbaum issue, did not have the benefit of our decision in Blue Chip in resolving the standing issue. Second, in this Court both Chris-Craft and the United States, in its amicus brief on certiorari, contend that § 14 (e)’s broad prohibition of “manipulative acts or practices” in tender offers embraces acts proscribed under the more specific mandate of Rule 10b-6. Brief for Respondent 56; Brief for United States as *45Amicus Curiae 16-17. Thus, to this extent the issue of Rule 10b-6 standing has not been fully explored by the parties, because of their initial misconception as to Chris-Craft’s standing to sue for damages under § 14 (e).
Although we reserve judgment on the broader standing issues arising under Rule 10b-6, we hold that, in the context of these cases, Chris-Craft is without standing to sue for damages on account of Bangor’s alleged Rule 10b-6 violations. Our holding is based upon one critical factor: As the parties themselves have framed the issues for resolution in this litigation, Chris-Craft is clearly outside the express concern of Rule 10b-6. At no time has Chris-Craft complained of or even suggested that the price which it paid for Piper shares was influenced by Bangor’s Rule 10b-6 violations. Indeed, Chris-Craft does not assert standing as a Piper shareholder; on the contrary, it claims damages because, in its view of the case, it lost the opportunity to gain control of Piper by virtue of Bangor’s Rule 10b-6 violations. Assuming the correctness of this theory, the fact remains that Rule 10b-6 is not directed at or concerned with contests for corporate control. This technical rule is focused narrowly upon a precise goal—maintaining an orderly market for the distribution of securities free from artificial or manipulative influences. Thus, as the issues have been framed, Chris-Craft did not come to the courts in the posture of a hoodwinked investor victimized by market manipulation; its complaint, as we noted, is that it lost a chance to gain control of a corporation, a claim beyond the bounds of the specific concern of Rule 10b-6.
Our conclusion in this respect is buttressed by the close relationship of Rule 10b-6 with § 9 of the 1934 Act, 15 U. S. C. § 78i. Section 9, among other things, prohibits transactions by issuers in their own securities, if forbidden by SEC regulations, even though the transactions are designed to stabilize the market for the issuer’s stock. § 78i (a)(6). The SEC suggests in its amicus brief that Rule *4610b-6 was promulgated pursuant to the Commission's authority under § 9 (a)(6),32 as well as under § 10 (b) of the 1934 Act. It contends that, in view of this bifurcated statutory origin, Chris-Craft need only be a purchaser of Piper stock to have standing under Rule 10b-6, since § 9 requires only that an aggrieved party have purchased or sold “any security” affected by the violation. 15 U. S. C. § 78i (e). Under this view, Chris-Craft’s failure to purchase Bangor Punta stock is irrelevant, since its purchases of Piper shares satisfied the “any security” requirement of § 9.
Unlike § 10 (b), however, § 9 provides an express cause of action for persons injured by unlawful market activities. 15 U. S. C. § 78i (e). Yet, that cause of action is framed specifically in favor of “any person who shall purchase or sell any security at a price which was affected by such act or transaction . . . ." Ibid. (Emphasis supplied.) Congress therefore focused in § 9 upon the amount actually paid by an investor for stock that had been the subject of manipulative activity. This is not, as we have seen, the gravamen of Chris-Craft’s complaint. It seeks no recovery for an improper premium exacted for Piper stock; rather it desires compensation for its lost opportunity to control Piper. We therefore conclude that, on its claimed basis for relief, Chris-Craft cannot avail itself of Rule 10b-6.
*47VI
Our resolution of these issues makes it unnecessary to address the other questions raised by the parties in their petitions for certiorari. Since we have concluded that Chris-Craft cannot avail itself of § 14 (e) or Rule 10b-6 in its suit for damages, it is unnecessary to consider the Court of Appeals’ holdings with respect to scienter, causation, the calculation of damages, the imposition of joint and several liability, the liability of underwriters in § 14 (e) damages actions, and the award of prejudgment interest.
Apart from awarding damages, however, the Court of Appeals also ordered the District Court to enjoin Bangor Punta from voting the illegally acquired Piper shares for a period of five years. In compliance with that directive, Judge Pollack on remand entered an injunction to remain in effect for a period of five years from November 12, 1974, the date on which judgment was entered. 384 F. Supp., at 528-529. On appeal, the Court of Appeals affirmed that portion of the District Court’s order.
We hold that, under the circumstances presented here, this injunction should not have been granted. As we previously indicated, Chris-Craft prior to the trial on liability expressly waived any claim to injunctive relief. The case was tried in the District Court, without a jury, exclusively as a suit for damages. See 337 F. Supp., at 1136 n. 8, 1137, 1141-1142, n. 18, 1146. Accord, 480 F. 2d, at 355, 379. Under these circumstances, our holding that Chris-Craft does not have a cause of action for damages under § 14 (e) or Rule 10b-6 renders that injunction inappropriate, premised as it was upon the impermissible award of damages.33 The inap*48propriateness of the injunction is particularly acute in this litigation, where the order was entered almost four years after the contest for control had ended and where no regard was given to the interests of the protected class of shareholder-offerees, many of whom would be at least indirectly disadvantaged by the award.34
Accordingly, the judgment of the Court of Appeals is
Reversed.
Following the Court of Appeals’ decision, petitions for review were filed in this Court by First Boston, Bangor Punta, and the Piper defendants. Certiorari was denied. 414 U. S. 910 (1973).
The proliferation of cash tender offers as devices for securing corporate control is analyzed in detail in Hayes & Taussig, Tactics of Cash Takeover Bids, 45 Harv. Bus. Rev. 135 (Mar.-Apr. 1967). See also E. Aranow & H. Einhorn, Tender Offers for Corporate Control 2-10 (1973).
The SEC had proposed that the pro rata requirement be applied throughout the duration of the offer. Hearings on S. 510 before the Subcommittee on Securities of the Senate Committee on Banking and Currency, 90th Cong., 1st Sess., 200 (1967) (hereinafter Senate Hearings). See generally Cohen, A Note on Takeover Bids and Corporate Purchases of Stock, 22 Bus. Law. 149, 153-154 (1966). See also 6 L. Loss, Securities Regulation 3662 (Supp. 1969). This open-ended proposal came under substantial criticism in the legislative hearings, and Congress finally enacted a 10-day limitation on the pro rata acceptance requirement. The 10-day period was identical to the practice followed by the New York Stock Exchange. Senate Hearings 76.
Hayes & Taussig, Tactics of Cash Takeover Bids, supra, n. 16.
Requiring the tender offeror to reveal detailed information at the outset of the quest for control would, under the critics’ analysis, fortify management’s position in rebuffing contestants’ efforts.
Only last Term we indicated that similar materials in the legislative history of the 1934 Act were of limited value.
“Remarks of this kind made in the course of legislative debate or hearings other than by persons responsible for the preparation or the drafting of a bill are entitled to little weight.” Ernst & Ernst v. Hochfelder, 425 U. S. 185, 204 n. 24 (1976).
See generally 2A C. Sands, Sutherland on Statutes and Statutory Construction § 48.06, p. 203 (4th ed. 1973).
The dissent emphasizes that Borak involved a derivative suit brought on behalf of the corporation, in addition to the shareholder’s direct cause of action. Since corporations were not the primary beneficiaries of § 14 (a)—the proxy provision involved in Borak—the dissent concludes that Borak itself fails to meet the “especial class” requirement articulated by our subsequent decision in Cort v. Ash. Post, at 66-67. But this is a misreading of Borak; there, the Court observed that deceptive proxy solicitations violative of § 14 (a) injure the corporation in the following sense:
“The damage suffered results not from the deceit practiced on [the individual shareholder] alone but rather from the deceit practiced on the stockholders as a group.” 377 U. S., at 432.
The Borak Court was thus focusing on all stockholders—the owners of the corporation—as the beneficiaries of § 14 (a). Stockholders as a class therefore plainly constituted the “especial class” for which the proxy provisions were enacted. This reading of Borak comports with the statement of the question presented in that case:
“We consider only the question of whether § 27 of the Act authorizes a federal cause of action for rescission or damages to a corporate stockholder with respect to a consummated merger. . . .” 377 U. S., at 428. (Emphasis supplied.)
In this connection, Chris-Craft emphasizes Congress’ intent to treat tender offers in the same way as proxy solicitations, since both are devices for seeking corporate control. This argument, however, does not support the proposition that Chris-Craft should have a cause of action for damages, since this Court had not then held, nor has it since, that defeated insurgents in a proxy fight, suing in a capacity other than that of a shareholder, have a cause of action for damages. There is no occasion to resolve that question in this case.
The dissent’s approach fails to focus upon the precise goals served by the Williams Act, an indispensable inquiry under Borak. Both Chris-Craft and Bangor Punta were, to be sure, Piper shareholders once each had embarked upon an attempt to gain control of the target company. But neither offeror-bidder stood in the shoes of the Act’s intended beneficiaries. “[T]his bill is [designed] to provide the investor, the person who is required to make a decision, an opportunity to examine and to assess the relevant facts . . . .” Senate Hearings 15. (Emphasis supplied.) In short, the dissent overlooks the fact that in no meaningful sense was either Chris-Craft or Bangor Punta, as a tender offeror, a “target shareholder” of Piper.
In light of our holding there is, of course, no occasion to pass on the Court of Appeals’ underlying determination that petitioners actually violated the securities laws in their efforts to defeat Chris-Craft’s bid. See also infra, at 43 n. 30.
These cases, of course, do not present that issue, and we express no view on it.
The liability of the Piper family petitioners is instructive in this regard. Several able federal judges, including District Judges Tenney and Pollack and Chief Judge Lumbard of the Second Circuit, have expressly concluded that the Piper defendants did not violate the securities laws in their efforts to defeat Chris-Craft’s bid. Judge Mansfield, while of the view that the Pipers had violated § 14 (e), was convinced that their violations had not caused injury to Chris-Craft. The legal uncertainties that inevitably pervade this area of the law call into question whether “deterrence” of § 14 (e) violations is a meaningful goal, except possibly with respect to the most flagrant sort of violations which no reasonable person could consider lawful. Such cases of flagrant misconduct, however, are not apt to occur with frequency, and to the extent that the violations are obvious and serious, injunctive relief at an earlier stage of the contest is apt to be the most efficacious form of remedy.
The dissent suggests that the SEC’s “intimate involvement in the passage of the Act, entitle[s] its views to respect.” Post, at 64. We note, first, that the present position of the SEC is not consistent with the testimony of the SEC Chairman in the legislative evolution of § 14 (e). Even if the agency spoke with a consistent voice, however, its presumed “expertise” in the securities-law field is of limited value when the narrow legal issue is one peculiarly reserved for judicial resolution, namely whether a cause of action should be implied by judicial interpretation in favor of a particular class of litigants. Indeed, in our prior cases relating to implied causes of action, the Court has understandably not invoked the “administrative deference” rule, even when the SEC supported the result reached in the particular case. J. I. Case Co. v. Borak, 377 U. S. 426 (1964); Superintendent of Ins. v. Bankers Life & Cas. Co., 404 U. S. 6 (1971). That rule is more appropriately applicable in instances where, unlike here, an agency has rendered binding, consistent, official interpretations of its statute over a long period of time. E. g., United States v. National Assn. of Securities Dealers, 422 U. S. 694, 719 (1975); Udall v. Tallman, 380 U. S. 1, 16-17 (1965).
Our holding is a limited one. Whether shareholder-offerees, the class protected by § 14 (e), have an implied cause of action under § 14 (e) is not before us, and we intimate no view on the matter. Nor is the target corporation’s standing to sue in issue in this case. We hold only that a tender offeror, suing in its capacity as a takeover bidder, does not have standing to sue for damages under § 14 (e).
Our precise holding disposes of many observations made in dissent. Thus, the argument with respect to the “exclusion” from standing for “persons most interested in effective enforcement,” post, at 62, is simply unwarranted in light of today’s narrow holding.
Rule 10b-6 is set forth in part in n. 2, supra.
We therefore have no occasion to consider whether the cash purchases by Bangor actually violated Rule 10b-6, and we express no view on that question. The issue is of secondary importance, since Rule 10b-13 now expressly covers this type of transaction.
In Blue Chip, we applied the Birnbaum rule, Birnbaum v. Newport Steel Corp., 193 F. 2d 461 (CA2), cert. denied, 343 U. S. 956 (1952), which limited standing under Rule 10b-5 to purchasers or sellers of securities.
Section 9 (a)(6) provides:
“(a) It shall be unlawful for any person, directly or indirectly, by the use of the mails or any means or instrumentality of interstate commerce, or of any facility of any national securities exchange, or for any member of a national securities exchange—
“(6) To effect either alone or with one or more other persons any series of transactions for the purchase and/or sale of any security registered on a national securities exchange for the purpose of pegging, fixing, or stabilizing the price of such security in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.”
We intimate no view upon whether as a general proposition a suit in equity for injunctive relief, as distinguished from an action for damages, would lie in favor of a tender offeror under either § 14 (e) or Rule 10b-6.
The fact that the parties did not separately enumerate the injunction issue in their petitions for certiorari does not preclude review. The Court has in the exercise of its discretion traditionally examined matters of importance not specifically assigned as error by the parties. E. g., Carpenters v. United States, 330 U. S. 395, 412 (1947); Sibbach v. Wilson & Co., 312 U. S. 1, 16 (1941); Mahler v. Eby, 264 U. S. 32, 45 (1924). Cf. this Court’s Rule 40 (d)(2); Oregon ex rel. State Board v. Corvallis Sand & Gravel Co., 429 U. S. 363 (1977); Mapp v. Ohio, 367 U. S. 643 (1961). Exercise of this discretion is called for under these unusual circumstances, since a sweeping equitable remedy was ordered by the Court of Appeals to supplement an improper award of damages.