author: Mr. Chief Justice Burger Mr. Justice Brennan,

text:
    RONDEAU v. MOSINEE PAPER CORP.
    No. 74-415.
    Argued April 15, 1975 —
    Decided June 17, 1975

      David E. Beckwith argued the cause for petitioner. With him on the briefs were Maurice J. McSweeney and Richard H. Porter.

      Laurence C. Hammond, Jr., argued the cause for respondent. With him on the brief was James A. Urdan.

   Mr. Chief Justice Burger

delivered the opinion of the Court.

We granted certiorari in this case to determine whether a showing of irreparable harm is necessary for a private litigant to obtain injunctive relief in a suit under § 13 (d) of the Securities Exchange Act of 1934, 48 Stat. 894, as added by § 2 of the Williams Act, 82 Stat. 454, as amended, 84 Stat. 1497, 15 TJ. S. C. § 78m (d). 419 U. S. 1067 (1974). The Court of Appeals held that it was not. 500 F. 2d 1011 (CA7 1974). We reverse.

I

Respondent Mosinee Paper Corp. is a Wisconsin company engaged in the manufacture and sale of paper, paper products, and plastics. Its principal place of business is located in Mosinee, Wis., and its only class of equity security is common stock which is registered under § 12 of the Securities Exchange Act of 1934, 15 U. S. C. § 781. At all times relevant to this litigation there were slightly' more than 800,000 shares of such stock outstanding.

In April 1971 petitioner Francis A. Rondeau, a Mosinee businessman, began making large purchases of respondent’s common stock in the over-the-counter market. Some of the purchases were in his own name; others were in the name of businesses and. a foundation known to be controlled by him. By May 17, 1971, petitioner had acquired 40,413 shares of respondent’s stock, which constituted more than 5% of those outstanding. He was therefore required to comply with the disclosure provisions of the Williams Act, by filing a Schedule 13D with respondent and the Securities and Exchange Commission within 10 days. That form would have disclosed, among other things, the number of shares beneficially owned by petitioner, the source of the funds used to purchase them, and petitioner’s purpose in making the purchases.

Petitioner did not file a Schedule 13D but continued to purchase substantial blocks of respondent’s stock. By July 30, 1971, he had acquired more than 60,000 shares. On that date the chairman of respondent’s board of directors informed him by letter that his activity had “given rise to numerous rumors” and “seems to have created some problems under the Federal Securities Laws . . . .” Upon receiving the letter petitioner immediately stopped placing orders for respondent’s stock and consulted his attorney. On August 25, 1971, he filed a Schedule 13D which, in addition to the other required disclosures, described the “Purpose of Transaction” as follows:

“Francis A. Rondeau determined during early part of 1971 that the common stock of the Issuer [respondent] was undervalued in the over-the-counter market and represented a good investment vehicle for future income and appreciation. Francis A. Rondeau and his associates presently propose to seek to acquire additional common stock of the Issuer in order to obtain effective control of the Issuer, but such investments as originally determined were and are not necessarily made with this objective in mind. Consideration is currently being given to making a public cash tender offer to the shareholders of the Issuer at a price which will reflect current quoted prices for such stock with some premium added.”

Petitioner also stated that, in the event that he did obtain control of respondent, he would consider making changes in management “in an effort to provide a Board of Directors which is more representative of all of the shareholders, particularly those outside of present management . . . .” One month later petitioner amended the form to reflect more accurately the allocation of shares between himself and his companies.

On August 27 respondent sent a letter to its shareholders informing them of the disclosures in petitioner's Schedule 13D. The letter stated that by his “tardy filing” petitioner had “withheld the information to which you [the shareholders] were entitled for more than two months, in violation of federal law.” In addition, while agreeing that “recent market prices have not reflected the real value of your Mosinee stock,” respondent's management could “see little in Mr. Rondeau's background that would qualify him to offer any meaningful guidance to a Company in the highly technical and competitive paper industry.”

Six days later respondent initiated this suit in the United States District Court for the Western District of Wisconsin. Its complaint named petitioner, his companies, and two banks which had financed some of petitioner's purchases as defendants and alleged that they were engaged in a scheme to defraud respondent and its shareholders in violation of the securities laws. It alleged further that shareholders who had “sold shares without the information which defendants were required to disclose lacked information material to their decision whether to sell or hold,” and that respondent “was unable to communicate such information to its stockholders, and to take such actions as their interest required.” Respondent prayed for an injunction prohibiting petitioner and his codefendants from voting or pledging their stock and from acquiring additional shares, requiring them to divest themselves of stock which they already owned, and for damages. A motion for a preliminary injunction was filed with the complaint but later withdrawn.

After three months of pretrial proceedings petitioner moved for summary judgment. He readily conceded that he had violated the Williams Act, but contended that the violation was due to a lack of familiarity with the securities laws and that neither respondent nor its shareholders had been harmed. The District Court agreed. It found no material issues of fact to exist regarding petitioner’s lack of willfulness in failing to timely file a Schedule 13D, concluding that he discovered his obligation to do so on July 30, 1971, and that there was no basis in the record for disputing his claim that he first considered the possibility of obtaining control of respondent some time after that date. The District Court therefore held that petitioner and his codefendants “did not engage in intentional covert, and conspiratorial conduct in failing to timely file the 13D Schedule.”

Similarly, although accepting respondent’s contention that its management and shareholders suffered anxiety as a result of petitioner’s activities and that this anxiety was exacerbated by his failure to disclose his intentions until August 1971, the District Court concluded that similar anxiety “could be expected to accompany any change in management,” and was “a predictable consequence of shareholder democracy.” It fell far short of the irreparable harm necessary to support an injunction and no other harm was revealed by the record; as amended, petitioner’s Schedule 13D disclosed all of the information to which respondent was entitled, and he had not proceeded with a tender offer. Moreover, in the view of the District Court even if a showing of irreparable harm were not required in all cases under the securities laws, petitioner’s lack of bad faith and the absence of damage to respondent made this “a particularly inappropriate occasion to fashion equitable relief . . . .” Thus, although petitioner had committed a technical violation of the Williams Act, the District Court held that respondent was entitled to no relief and entered summary judgment against it.

The Court of Appeals reversed, with one judge dissenting. The majority stated that it was “giving effect” to the District Court’s findings regarding the circumstances of petitioner’s violation of the Williams Act, but concluded that those findings showed harm to respondent because it “was delayed in its efforts to make any necessary response to” petitioner’s potential to take control of the company. In any event, the majority was of the view that respondent “need not show irreparable harm as a prerequisite to obtaining permanent injunctive relief in view of the fact that as issuer of the securities it is in the best position to assure that the filing requirements of the Williams Act are being timely and fully complied with and to obtain speedy and forceful remedial action when necessary.” 500 F. 2d, at 1016-1017. The Court of Appeals remanded the case to the District Court with instructions that it enjoin petitioner and his co-defendants from further violations of the Williams Act and from voting the shares purchased between the due date of the Schedule 13D and the date of its filing for a period of five years. It considered “such an injunctive decree appropriate to neutralize [petitioner’s] violation of the Act and to deny him the benefit of his wrongdoing.” Id., at 1017.

We granted certiorari to resolve an apparent conflict among the Courts of Appeals and because of the importance of the question presented to private actions under the federal securities laws. We disagree with the Court of Appeals’ conclusion that the traditional standards for extraordinary equitable relief do not apply in these circumstances, and reverse.

II

As in the District Court and the Court of Appeals, it is conceded here that petitioner’s delay in filing the Schedule 13D constituted a violation of the Williams Act. The narrow issue before us is whether this record supports the grant of injunctive relief, a remedy whose basis “in the federal courts has always been irreparable harm and inadequacy of legal remedies.” Beacon Theatres, Inc. v. Westover, 359 U. S. 500, 506-507 (1959).

The Court of Appeals’ conclusion that respondent suffered “harm” sufficient to require sterilization of petitioner’s stock need not long detain us. 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 regarding the qualifications and intentions of the offering party. By requiring disclosure of information to the target corporation as well as the Securities and Exchange Commission, Congress intended to do no more than give incumbent management an opportunity to express and explain its position. The Congress expressly disclaimed an intention to provide a weapon for management to discourage takeover bids or prevent large accumulations of stock which would create the potential for such attempts. Indeed, the Act’s draftsmen commented upon the “extreme care” which was taken “to avoid tipping the balance of regulation either in favor of management or in favor of the person making the takeover bid.” S. Rep. No. 550, 90th Cong., 1st Sess., 3 (1967); H. R. Rep. No. 1711, 90th Cong., 2d Sess., 4 (1968). See also Electronic Specialty Co. v. International Controls Corp., 409 F. 2d 937, 947 (CA2 1969). Th^ short of the matter is that none of the evils to which the Williams Act was directed has occurred or is threatened in this case. Petitioner has not attempted to obtain control of respondent, either by a cash tender offer or any other device. Moreover, he has now filed a proper Schedule 13D, and there has been no suggestion that he will fail to comply with the Act’s requirement of reporting any material changes in the information contained therein. 15 U. S. C. § 78m (d) (2); 17 CFR § 240.13d-2 (1974). On this record there is no likelihood that respondent’s shareholders will be disadvantaged should petitioner make a tender offer, or that respondent will be unable to adequately place its case before them should a contest for control develop. Thus, the usual basis for injunctive relief, “that there exists some cognizable danger of recurrent violation,” is not present here. United States v. W. T. Grant Co., 345 U. S. 629, 633 (1953). See also Vicksburg Waterworks Co. v. Vicksburg, 185 U. S. 65, 82 (1902).

Nor are we impressed by respondent’s argument that an injunction is necessary to protect the interests of its shareholders who either sold their stock to petitioner at predisclosure prices or would not have invested had they known that a takeover bid was imminent. Brief for Respondent 13, 20-21. As observed, the principal object of the Williams Act is to solve the dilemma of shareholders desiring to respond to a cash tender offer, and it is not at all clear that the type of “harm” identified by respondent is redressable under its provisions. In any event, those persons who allegedly sold at an unfairly depressed price have an adequate remedy by way of an action for damages, thus negating the basis for equitable relief. See Youngstown Sheet & Tube Co. v. Sawyer, 343 U. S. 579, 595 (1952) (Frankfurter, J., concurring). Similarly, the fact that the second group of shareholders for whom respondent expresses concern have retained the benefits of their stock and the lack of an imminent contest for control make the possibility of damage to them remote at best. See Truly v. Wanzer, 5 How. 141, 142-143 (1847).

We turn, therefore, to the Court of Appeals’ conclusion that respondent’s claim was not to be judged according to traditional equitable principles, and that the bare fact that petitioner violated the Williams Act justified entry of an injunction against him. This position would seem to be foreclosed by Hecht Co. v. Bowles, 321 U. S. 321 (1944). There, the administrator of the Emergency Price Control Act of 1942 brought suit to redress violations of that statute. The fact of the violations was admitted, but the District Court declined to enter an injunction because they were inadvertent and the defendant had taken immediate steps to rectify them. This Court held that such an exercise of equitable discretion was proper despite § 205 (a) of the Act, 56 Stat. 23, 50 U. S. C. App. § 925 (a) (1940 ed., Supp. II), which provided that an injunction or other order “shall be granted” upon a showing of violation, observing:

“We are dealing here with the requirements of equity practice with a background of several hundred years of history. . . . The historic injunctive process was designed to deter, not to punish. The essence of equity jurisdiction has been the power of the Chancellor to do equity and to mould each decree to the necessities of the particular case. Flexibility rather than rigidity has distinguished it. The qualities of mercy and practicality have made equity the instrument for nice adjustment and reconciliation between the public interest and private needs as well as between competing private claims. We do not believe that such a major departure from that long tradition as is here proposed should be lightly implied.” 321 U. S., at 329-330. (Emphasis added.)

This reasoning applies a fortiori to actions involving only “competing private claims,” and suggests that the District Court here was entirely correct in insisting that respondent satisfy the traditional prerequisites of extraordinary equitable relief by establishing irreparable harm. Moreover, the District Judge’s conclusions that petitioner acted in good faith and that he promptly filed a Schedule 13D when his attention was called to this obligation support the exercise of the court’s sound judicial discretion to deny an application for an injunction, relief which is historically “designed to deter, not to punish” and to permit the court “to mould each decree to the necessities of the particular case.” Id., at 329. As Mr. Justice Douglas aptly pointed out in Hecht Co., the “grant of jurisdiction to issue compliance orders hardly suggests an absolute duty to do so under any and all circumstances.” Ibid, (emphasis in original).

Respondent urges, however, that the “public interest” must be taken into account in considering its claim for relief and relies upon the Court of Appeals’ conclusion that it is entitled to an injunction because it “is in the best position” to insure that the Williams Act is complied with by purchasers of its stock. This argument misconceives, we think, the nature of the litigation. Although neither the availability of a private suit under the Williams Act nor respondent’s standing to bring it has been questioned here, this cause of action is not expressly authorized by the statute or its legislative history. Rather, respondent is asserting a so-called implied private right of action established by cases such as J. I. Case Co. v. Borak, 377 U. S. 426 (1964). Of course, we have not hesitated to recognize the power of federal courts to fashion private remedies for securities laws violations when to do so is consistent with the legislative scheme and necessary for the protection of investors as a supplement to enforcement by the Securities and Exchange Commission. Compare J. I. Case Co. v. Borak, supra, with Securities Investor Protection Corp. v. Barbour, 421 U. S. 412 (1975). However, it by no means follows that the plaintiff in such an action is relieved of the burden of establishing the traditional prerequisites of relief. Indeed, our cases hold that quite the contrary is true.

In Deckert v. Independence Shares Corp., 311 U. S. 282 (1940), this Court was called upon to decide whether the Securities Act of 1933 authorized purchasers of securities to bring an action to rescind an allegedly fraudulent sale. The question was answered affirmatively on the basis of the statute’s grant of federal jurisdiction to “enforce any liability or duty” created by it. The Court’s reasoning is instructive:

“The power to enforce implies the power to make effective the right of recovery afforded by the Act. And the power to make the right of recovery effective implies the power to utilize any of the procedures or actions normally available to the litigant according to the exigencies of the particular case. If petitioners’ bill states a cause of action when tested by the customary rules governing suits of such character, the Securities Act authorizes maintenance of the suit . . . .” 311 U. S., at 288.

In other words, the conclusion that a private litigant could maintain an action for violation of the 1933 Act meant no more than that traditional remedies were available to redress any harm which he may have suffered; it provided no basis for dispensing with the showing required to obtain relief. Significantly, this passage was relied upon in Borak with respect to actions under the Securities Exchange Act of 1934. See 377 U. S., at 433-434.

Any remaining uncertainty regarding the nature of relief available to a person asserting an implied private right of action under the securities laws was resolved in Mills v. Electric Auto-Lite Co., 396 U. S. 375 (1970). There we held that complaining shareholders proved their case under § 14 (a) of the 1934 Act by showing that misleading statements in a proxy solicitation were material and that the solicitation itself “was an essential link in the accomplishment of” a merger. We concluded that any stricter standard would frustrate private enforcement of the proxy rules, but Mr. Justice Harlan took pains to point out:

“Our conclusion that petitioners have established their case by showing that proxies necessary to approval of the merger were obtained by means of a materially misleading solicitation implies nothing about the form of relief to which they may be entitled. ... In devising retrospective relief for violation of the proxy rules, the federal courts should consider the same factors that would govern the relief granted for any similar illegality or fraud. . . . In selecting a remedy the lower courts should exercise “ 'the sound discretion which guides the determinations of courts of equity/ ” keeping in mind the role of equity as 'the instrument for nice adjustment and reconciliation between the public interest and private needs as well as between competing private claims.’ ” 396 U. S., at 386, quoting Hecht Co. v. Bowles, 321 U. S., at 329.

Considering further the remedies which might be ordered, we observed that “the merger should be set aside only if a court of equity concludes, from all the circumstances, that it would be equitable to do so,” and that “damages should be recoverable only to the extent that they can be shown.” 396 U. S., at 388, 389.

Mills could not be plainer in holding that the questions of liability and relief are separate in private actions under the securities laws, and that the latter is to be determined according to traditional principles. Thus, the fact that respondent is pursuing a cause of action which has been generally recognized to serve the public interest provides no basis for concluding that it is relieved of showing irreparable harm and other usual prerequisites for injunctive relief. Accordingly, the judgment of the Court of Appeals is reversed and the case is remanded to it with directions to reinstate the judgment of the District Court.

So ordered.

Me. Justice Marshall dissents.

Mr. Justice Brennan,

with whom Mr. Justice Douglas joins, dissenting.

I dissent. Judge Pell, dissenting below, correctly in my view, read the decision of the Court of Appeals to construe the Williams Act, as I also construe it, to authorize injunctive relief upon the application of the management interests “irrespective of motivation, irrespective of irreparable harm to the corporation, and irrespective of whether the purchases were detrimental to investors in the company’s stock. The violation timewise is . . . all that is needed to trigger this result.” 500 F. 2d 1011, 1018 (CA7 1974). In other words, the Williams Act is a prophylactic measure conceived by Congress as necessary to effect the congressional objective “that investors and management be notified at the earliest possible moment of the potential for a shift in corporate control.” Id., at 1016. The violation itself establishes the actionable harm and no showing of other harm is necessary to secure injunctive relief. Today’s holding completely undermines the congressional purpose to preclude inquiry into the results of the violation.

       The Williams Act added § 13 (d) to the Securities Exchange Act of 1934, which has been further amended to provide in relevant part:
      “(d) (1) Any person who, after acquiring directly or indirectly the beneficial ownership of any equity security of a class which is registered pursuant to section 781 of this title, or any equity security of an insurance company which would have been required to be so registered except for the exemption contained in section 781 (g) (2) (G) of this title, or any equity security issued by a closed-end investment company registered under the Investment Company Act of 1940, is directly or indirectly the beneficial owner of more than 5 per centum of such class shall, within ten days after such acquisition, send to the issuer of the security at its principal executive office, by registered or certified mail, send to each exchange where the security is traded, and file with the Commission, a statement containing such of the following information, and such additional information, as the Commission may by rules and regulations prescribe as necessary or appropriate in the public interest or for the protection of investors—
      “(A) the background and identity of all persons by whom or on whose behalf the purchases have been or are to be effected;
      “(B) the source and amount of the funds or other consideration used or to be used in making the purchases, and if any part of the purchase price or proposed purchase price is represented or is to be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, or trading such security, a description of the transaction and the names of the parties thereto, except that where a source of funds is a loan made in the ordinary course of business by a bank, as defined in section 78c (a) (6) of this title, if the person filing such statement so requests, the name of the bank shall not be made available to the public;
      “(C) if the purpose of the purchases or prospective purchases is to acquire control of the business of the issuer of the securities, any plans or proposals which such persons may have to liquidate such issuer, to sell its assets to or merge it with any other persons, or to make any other major change in its business or corporate structure;
      “(D) the number of shares of such security which are beneficially owned, and the number of shares concerning which there is a right to acquire, directly or indirectly, by (i) such person, and (ii) by each associate of such person, giving the name and address of each such associate; and
      “(E) information as to any contracts, arrangements, or understandings with any person with respect to any securities of the issuer, including but not limited to transfer of any of the securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or guaranties of profits, division of losses or profits, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements, or understandings have been entered into, and giving the details thereof.” 82 Stat. 454, as amended, 15 U. S. C. § 78m (d) (1).
      The Commission requires the purpose of the transaction to be disclosed in every Schedule 13D, regardless of an intention to acquire control and make major changes in its structure. See 17 CFR §§ 240.13d-l, 240.13d-101 (1974).

       Although some outstanding orders were filled after July 30, 1971, petitioner placed no new orders for respondent’s stock after that date.

       Respondent simultaneously issued a press release containing the same information. Almost immediately the price of its stock jumped to $19-$21 per share. A few days later it dropped back to the prevailing price of $12.50-$14 per share, where it remained.

       The District Court pointed out that prior to December 10, 1970, a Schedule 13D was not required until a person’s holdings exceeded 10% of a corporation’s outstanding equity securities, see Pub. L. 91-567, 84 Stat. 1497, and credited petitioner’s testimony that he believed the 10% requirement was still in effect at the time he made his purchases. Indeed, the chairman of respondent’s board of directors was not familiar with the Williams Act’s filing requirement until shortly before he sent the July 30, 1971, letter.

       The District Court also concluded that respondent’s management was not unaware of petitioner’s activities with respect to its stock. It found that by July 1971, there was considerable “street talk” among brokers, bankers, and businessmen regarding his purchases and that the chairman of respondent’s board had been monitoring them.

       The District Court also dismissed respondent’s claims that petitioner had violated other provisions of the securities laws. Review of these rulings was not sought in the Court of Appeals, and they are not now before us.

       The Court of Appeals also agreed with the District Court that the disclosures in petitioner’s amended Schedule 13D were adequate.

       The Senate Report describes the dilemma facing such a shareholder as follows:
      “He has many alternatives. He can tender all of his shares immediately and hope they are all purchased. However, if the offer is for less than all the outstanding shares, perhaps only a part of them will be taken. In these instances, -he will remain a shareholder in the company, under a new management which he has helped to install without knowing whether it will be good or bad for the company.
      “The shareholder, as another alternative, may wait to see if a better offer develops, but if he tenders late, he runs the risk that none of his shares will be taken. He may also sell his shares in the market or hold them and hope for the best. Without knowledge of who the bidder is and what he plans to do, the shareholder cannot reach an informed decision.” S. Rep. No. 550, 90th Cong., 1st Sess., 2 (1967).
      However, the Report also recognized “that takeover bids should not be discouraged because they serve a useful purpose in providing a check on entrenched but inefficient management.” Id., at 3.

       Because this case involves only the availability of injunctive relief to remedy a § 13 (d) violation following compliance with the reporting requirements, it does not require us to decide whether or under what circumstances a corporation could obtain a decree enjoining a shareholder who is currently in violation of § 13 (d) from acquiring further shares, exercising voting rights, or launching a takeover bid, pending compliance with the reporting requirements.

       The Court was advised by respondent that such a suit is now pending in the District Court and class action certification has been sought. Although we intimate no views regarding the merits of that case, it provides a potential sanction for petitioner’s violation of the Williams Act.

       In its brief on the merits respondent argues that “genuine issues of material fact exist as to the knowledge, motives, purposes and plans in [petitioner’s] rapid acquisition of” its stock and that, at the very least, the ease should be remanded for trial on these issues. This point was not raised in the petition for certiorari or respondent’s opposition thereto, nor was it made the subject of a cross-petition. Because it would alter the judgment of the Court of Appeals, which like that of the District Court had effectively put an end to the litigation, rather than providing an alternative ground for affirming it, we will not consider the argument when raised in this manner. See Mills v. Electric Auto-Lite Co., 396 U. S. 375, 381 n. 4 (1970); Morley Constr. Co. v. Maryland Cas. Co., 300 U. S. 185, 191-192 (1937). Cf. Wiener v. United States, 357 U. S. 349, 351 n. (1958).


source: Caselaw Access Project

author: Mr. Justice Brennan

license: Public Domain

text:
    CORT et al. v. ASH
    No. 73-1908.
    Argued March 18, 1975 —
    Decided June 17, 1975

      Edwin P. Rome argued the cause for petitioners. With him on the briefs were Jerome R. Richter, Richard P. McElroy, William H. Roberts, and Curtis H. Barnette.

      David Berger argued the cause for respondent. With him on the brief were Cletus P. Lyman and Paul J. McMahon

        Solicitor General Bork, Acting Assistant Attorney General Keeney,
        and Jerome M. Feit filed a brief for the United States as amicus curiae.

        James F. Bill, Thomas F. Shannon, John Hardin Young, Milton A. Smith, and Lawrence B. Kraus filed a brief for the Chamber of Commerce of the United States as amicus curiae urging reversal.

        Alan B. Morrison and Beuben B. Bobertson III filed a brief for Judith Bonderman et al. as amici curiae urging affirmance.

   Mr. Justice Brennan

delivered the opinion of the Court.

There are other questions, but the principal issue presented for decision is whether a private cause of action for damages against corporate directors is to be implied in favor of a corporate stockholder under 18 U. S. C. § 610, a criminal statute prohibiting corporations from making “a contribution or expenditure in connection with any election at which Presidential and Vice Presidential electors . . . are to be voted for.” We con-elude that implication of such a.federal cause of action is not suggested by the legislative context of § 610 or required to accomplish Congress’ purposes in enacting the statute. We therefore have no occasion to address the questions whether § 610, properly construed, proscribes the expenditures alleged in this case, or whether the statute is unconstitutional as violative of the First Amendment or of the equal protection component of the Due Process Clause of the Fifth Amendment.

I

In August and September 1972, an advertisement with the caption “I say let's keep the campaign honest. Mobilize ‘truth squads' ” appeared in various national publications, including Time, Newsweek, and U. S. News and World Report, and in 19 local newspapers in communities where Bethlehem Steel Corp. (Bethlehem), a Delaware corporation, has plants. Reprints of the advertisement, which consisted mainly of quotations from a speech by petitioner Stewart S. Cort, chairman of the board of directors of Bethlehem, were included with the September 11, 1972, quarterly dividend checks mailed to the stockholders of the corporation. The main text of the advertisement appealed to the electorate to “encourage responsible, honest, and truthful campaigning.” It alleged that vigilance was needed because “careless rhetoric and accusations . . . are being thrown around these days — their main target being the business community.” In italics, under a picture of Mr. Cort, the advertisement quoted “the following statement made by a political candidate: ‘The time has come for a tax system that says to big business — you must pay your fair share.' ” It then printed Mr. Cort’s rejoinder to this in his speech, including his opinion that to say “large corporations [are] not carrying their fair share of the tax burden” is “baloney.” The advertisement concluded with an offer to send, on request, copies of Mr. Cort’s entire speech and a folder “telling how to go about activating Truth Squads.” These publications could be obtained free from the Public Affairs Department of Bethlehem. It is stipulated that the entire costs of the advertisements and various mailings were paid from Bethlehem’s general corporate funds. App. A29-A30; 350 F. Supp. 227, 229 (ED Pa. 1972).

Respondent owns 50 shares of Bethlehem stock and was qualified to vote in the 1972 Presidential election. He filed this suit in the United States District Court for the Eastern District of Pennsylvania on September 28, 1972, on behalf of himself and, derivatively, on behalf of Bethlehem. The complaint specified two separate and distinct bases for jurisdiction and relief. Count I alleged jurisdiction under 28 U. S. C. § 1331 and sought to state a private claim for relief under 18 ^U. S. C. § 610, which, as mentioned, in terms provides only for a criminal penalty. Count II invoked pendent jurisdiction for a claim under Delaware law, alleging that the corporate campaign expenditures were “ultra vires, unlawful and [a] willful, wanton and gross breach of [defendants’] duty owed to [Bethlehem].” Immediate injunctive relief against further corporate expenditures in connection with the 1972 Presidential election or any future campaign was sought, as well as compensatory and punitive damages in favor of the corporation.

The District Court denied a preliminary injunction on October 25, 1972. 350 F. Supp. 227. While the denial was supported on three grounds, it was upheld on appeal to the Court of Appeals for the Third Circuit only on the narrow ground that irreparable harm was not shown. 471 F. 2d 811 (1973).

After the affirmance on appeal, petitioners sought an order requiring respondent to post security for expenses as required by Pennsylvania law. The court declined to order such security with regard to the federal cause of action alleged in Count I, but did order respondent to post $35,000 before proceeding with the pendent claim under Count II. Rather than post security, respondent filed an amended complaint, which dropped Count II, the separate state cause of action, from the case.

The District Court then granted petitioners’ motion for summary judgment without opinion. The Court of Appeals reversed, 496 F. 2d 416 (1974). The Court of Appeals held that, since the amended complaint sought damages for the corporation for violation of § 610, the controversy was not moot, although the election which occasioned it was past. The Court of Appeals held further that “a private cause of action, whether brought by a citizen to secure injunctive relief or by a stockholder to secure injunctive or derivative damage relief [is] proper to remedy violation of § 610.” Id., at 424. We granted certiorari, 419 U. S. 992 (1974). We reverse.

II

We consider first the holding of the Court of Appeals that respondent has “a private cause of action . . . [as] a citizen [or as a stockholder] to secure injunctive relief.” The 1972 Presidential election is history, and respondent as citizen or stockholder seeks injunctive relief only as to future elections. In that circumstance, a statute enacted after the decision of the Court of Appeals, the Federal Election Campaign Act Amendments of 1974, Pub. L. 93-443, 88 Stat. 1263 (Amendments) (amending the Federal Election Campaign Act of 1971, 86 Stat. 3), requires reversal of the holding of the Court of Appeals.

In terms, § 610 is only a criminal statute, providing a fine or imprisonment for its violation. At the time this suit was filed, there was no statutory provision for civil enforcement of § 610, whether by private parties or by a Government agency. But the Amendments created a Federal Election Commission, 2 U. S. C. § 437c (a)(1) (1970 ed., Supp. IV); established an administrative procedure for processing complaints of alleged violations of § 610 after January 1, 1975, 2 U. S. G. § 437g (1970 ed., Supp. IV), and §410, note following 2 U. S. C. §431 (1970 ed., Supp. IV); and provided that “[a]ny person who believes a violation ... [of § 610] has occurred may file a complaint with the Commission.” 2 U. S. C. § 437g (a) (1) (A) (1970 ed., Supp. IV). The Commission must either investigate the complaint or refer the complaint to the Attorney General, 2 U. S. C. §§ 437g (a) (2) (A) and (B) (1970 ed., Supp. IV). If the Commission chooses to investigate the complaint, and after investigation determines that “any person has engaged or is about to engage in any acts or practices which constitute or will constitute a violation” of § 610, the Commission may request the Attorney General to “institute a civil action for relief, including a permanent or temporary injunction, restraining order, or any other appropriate order . . . .” 2U. S. C. § 437g (a)(7) (1970 ed., Supp. IV). And 2 U. S. C. § 437c (b) (1970 ed.', Supp. IV), expressly vests the Commission with “primary jurisdiction” over any claimed violation of § 610 within its purview. Consequently, a complainant seeking as citizen or stockholder to enjoin alleged violations of § 610 in future elections must henceforth pursue the statutory remedy of a complaint to the Commission, and invoke its authority to request the Attorney General to seek the injunctive relief. H. R. Conf. Rep. No. 93-1438, p. 94 (1974). Thus, the Amendments constitute an intervening law that relegates to the Commission’s cognizance respondent’s complaint as citizen or stockholder for injunctive relief against any alleged violations of § 610 in future elections. In that circumstance, the holding of the Court of Appeals must be reversed, for our duty is to decide this case according to the law existing at the time of our decision.

The governing rule was announced by Mr. Chief Justice Marshall in United States v. Schooner Peggy, 1 Cranch 103, 110 (1801):

“It is in the general true that the province of an appellate court is only to enquire whether a judgment when rendered was erroneous or not. But if subsequent to the judgment and before the decision of the appellate court, a law intervenes and positively changes the rule which governs, the law must be obeyed, or its obligation denied. If the law be constitutional ... I know of no court which can contest its obligation. ... In such a case the court must decide according to existing laws, and if it be necessary to set aside a judgment, rightful when rendered, but which cannot be affirmed but in violation of law, the judgment must be set aside.”

We most recently reaffirmed the principle of Schooner Peggy in Bradley v. Richmond School Board, 416 U. S. 696, 711 (1974), where we said: “We anchor our holding in this case on the principle that a court is to apply the law in effect at the time it renders its decision, unless doing so would result in manifest injustice or there is statutory direction or legislative history to the contrary.” There is no “statutory direction or legislative history to the. contrary” in or respecting the Amendments, nor is there any possible “manifest injustice” in requiring respondent to pursue with respect to alleged violations which have yet to occur the statutory remedy for injunctive relief created by the Amendments.

Ill

Our conclusion in Part II pretermits any occasion for addressing the question of respondent’s standing as a citizen and voter to maintain this action, for respondent seeks damages only derivatively as stockholder. Therefore, we turn next to the holding of the Court of Appeals that “a private cause of action ... by a stockholder to secure . . . derivative damage relief [is] proper to remedy violation of § 610.” We hold that such relief is not available with regard to a 1972 violation under § 610 itself, but rather is available, if at all, under Delaware law governing corporations.

In determining whether a private remedy is implicit in a statute not expressly providing one, several factors are relevant. First, is the plaintiff “one of the class for whose especial benefit the statute was enacted,” Texas & Pacific R. Co. v. Rigsby, 241 U. S. 33, 39 (1916) (emphasis supplied) — that is, does the statute create a federal right in favor of the plaintiff? Second, is there any indication of legislative intent, explicit or implicit, either to create such a remedy or to deny one? See, e. g., National Railroad Passenger Corp. v. National Assn. of Railroad Passengers, 414 U. S. 453, 458, 460 (1974) (Amtrak). Third, is it consistent with the underlying purposes of the legislative scheme to imply such a remedy for the plaintiff? See, e. g., Amtrak, supra; Securities Investor Protection Corp. v. Barbour, 421 U. S. 412, 423 (1975); Calhoon v. Harvey, 379 U. S. 134 (1964). And finally, is the cause of action one traditionally relegated to state law, in an area basically the concern of the States, so that it would be inappropriate to infer a cause of action based solely on federal law? See Wheeldin v. Wheeler, 373 U. S. 647, 652 (1963); cf. J. I. Case Co. v. Borak, 377 U. S. 426, 434 (1964); Bivens v. Six Unknown Federal Narcotics Agents, 403 U. S. 388, 394-395 (1971); id., at 400 (Harlan, J., concurring in judgment).

The dissenting judge in the Court of Appeals and petitioners here suggest that where a statute provides a penal remedy alone, it cannot be regarded as creating a right in any particular class of people. “Every criminal statute is designed to protect some individual, public, or social interest. ... To find an implied civil cause of action for the plaintiff in this case is to find an implied civil right of action for every individual, social, or public interest which might be invaded by violation of any criminal statute. To do this is to conclude that Congress intended to enact a civil code companion to the criminal code.” 496 F. 2d, at 428-429 (Aldisert, J., dissenting). Cf. Nashville Milk Co. v. Carnation Co., 355 U. S. 373, 377 (1958).

Clearly, provision of a criminal penalty does not necessarily preclude implication of a private cause of action for damages. Wyandotte Transportation Co. v. United States, 389 U. S. 191, 201-202 (1967); see also J. I. Case Co. v. Borak, supra; Texas & Pacific R. Co. v. Rigsby, supra. However, in Wyandotte, Borak, and Rigsby, there was at least a statutory basis for inferring that a civil cause of action of some sort lay in favor of someone. Here, there was nothing more than a bare criminal statute, with absolutely no indication that civil enforcement of any kind was available to anyone.

We need not, however, go so far as to say that in this circumstance a bare criminal statute can never be deemed sufficiently protective of some special group so as to give rise to a private cause of action by a member of that group. For the intent to protect corporate shareholders particularly was at best a subsidiary purpose of § 610, and the other relevant factors all either are not helpful or militate against implying a private cause of action.

First, § 610 is derived from the Act of January 26, 1907, which “seems to have been motivated by two considerations. First, the necessity for destroying the influence over elections which corporations exercised through financial contribution. Second, the feeling that corporate officials had no moral right to use corporate funds for contribution to political parties without the consent of the stockholders.” United States v. CIO, 335 U. S. 106, 113 (1948). See 40 Cong. Rec. 96 (1905) (Annual Message of President Theodore Roosevelt). Respondent bases his derivative action on the second purpose, claiming that the intent to protect stockholders from use of their invested funds for political purposes demonstrates that the statute set up a federal right in shareholders not to have corporate funds used for this purpose.

However, the legislative history of the 1907 Act, recited at length in United States v. Auto Workers, 352 U. S. 567 (1957), demonstrates that the protection of ordinary stockholders was at best a secondary concern. Rather, the primary purpose of the 1907 Act, and of the 1925 Federal Corrupt Practices Act, 43 Stat. 1070, which re-enacted the 1907 provision with some changes as § 313 of that Act, see United States v. Auto Workers, supra, at 577, was to assure that federal elections are “ 'free from the power of money,' ” 352 U. S., at 574, to eliminate " 'the apparent hold on political parties which business interests . . . seek and sometimes obtain by reason of liberal campaign contributions.' Id., at 576, quoting 65 Cong. Rec. 9507 (1924) (remarks of Sen. Robinson). See also 352 U. S., at 571-577. Thus, the legislation was primarily concerned with corporations as a source of aggregated wealth and therefore of possible corrupting influence, and not directly with the internal relations between the corporations and their stockholders. In contrast, in those situations in which we have inferred a federal private cause of action not expressly provided, there has generally been a clearly articulated federal right in the plaintiff, e. g., Bivens v. Six Unknown Federal Narcotics Agents, supra, or a pervasive legislative scheme governing the relationship between the plaintiff class and the defendant class in a particular regard, e. g., J. I. Case Co. v. Borak, supra.

Second, there is no indication whatever in the legislative history of § 610 which suggests a congressional intention to vest in corporate shareholders a federal right to damages for violation of § 610. True, in situations in which it is clear that federal law has granted a class of persons certain rights, it is not necessary to show an intention to create a private cause of action, although an explicit purpose to deny such cause of action would be controlling. But where, as here, it is at least dubious whether Congress intended to vest in the plaintiff class rights broader than those provided by state regulation of corporations, the fact that there is no suggestion at all that § 610 may give rise to a suit for damages or, indeed, to any civil cause of action, reinforces the conclusion that the expectation, if any, was that the relationship between corporations and their stockholders would continue to be entrusted entirely to state law.

Third, while “it is the duty of the courts to be alert to provide such remedies as are necessary to make effective the congressional purpose,” J. I. Case Co. v. Borak, 377 U. S., at 433, in this instance the remedy sought would not aid the primary congressional goal. Recovery of derivative damages by the corporation for violation of § 610 would not cure the influence which the use of corporate funds in the first instance may have had on a federal election. Rather, such a remedy would only permit directors in effect to “borrow” corporate funds for a time; the later compelled repayment might well not deter the initial violation, and would certainly not decrease the impact of the use of such funds upon an election already past.

Fourth, and finally, for reasons already intimated, it is entirely appropriate in this instance to relegate respondent and others in his situation to whatever remedy is created by state law. In addition to the ultra vires action pressed here, see n. 6, supra, the use of corporate funds in violation of federal law may, under the law of some States, give rise to a cause of action for breach of fiduciary duty. See, e. g., Miller v. American Telephone & Telegraph Co., 507 F. 2d 759 (CA3 1974). Corporations are creatures of state law, and investors commit their funds to corporate directors on the understanding that, except where federal law expressly requires certain responsibilities of directors with respect to stockholders, state law will govern the internal affairs of the corporation. If, for example, state law permits corporations to use corporate funds as contributions in state elections, see Miller, supra, at 763 n. 4, shareholders are on notice that their funds may be so used and have no recourse under any federal statute. We are necessarily reluctant to imply a federal right to recover funds used in violation of a federal statute where the laws governing the corporation may put a shareholder on notice that there may be no such recovery.

In Borak, supra, we said: “[If] the law of the State happened to attach no responsibility to the use of misleading proxy statements, the whole purpose of [§ 14 (a) of the Securities Exchange Act of 1934] might be frustrated.” 377 U. S., at 434-435. Here, committing respondent to state-provided remedies would have no such effect. In Borak, the statute involved was clearly an intrusion of federal law into the internal affairs of corporations; to the extent that state law differed or impeded suit, the congressional intent could be compromised in state-created causes of action. In this case, Congress was concerned, not with regulating corporations as such, but with dulling their impact upon federal elections. As we have seen, the existence or nonexistence of a derivative cause of action for damages would not aid or hinder this primary goal.

Because injunctive relief is not presently available in light of the Amendments, and because implication of a federal right of damages on behalf of a corporation under § 610 would intrude into an area traditionally committed to state law without aiding the main purpose of § 610, we reverse.

It is so ordered.

       Title 18 U. S. C. § 610 (1970 ed. and Supp. Ill) provided in part as follows when this suit was filed:
      “Contributions or expenditures by national banks, corporations or labor organizations.
      “It is unlawful for any national bank, or any corporation organized by authority of any law of Congress, to make a contribution or expenditure in connection with any election to any political office, or in connection with any primary election or political convention or caucus held to select candidates for any political office, or for any corporation whatever, or any labor organization to make a contribution or expenditure in connection with any election at which Presidential and Vice Presidential electors or a Senator or Representative in, or a Delegate or Resident Commissioner to Congress are to be voted for, or in connection with any primary election or political convention or caucus held to select candidates for any of the foregoing offices, or for any candidate, political committee, or other person to accept or receive any contribution prohibited by this section.
      “Every corporation or labor organization which makes any contribution or expenditure in violation of this section shall be fined not more than $5,000; and every officer or director of any corporation, or officer of any labor organization, who consents to any contribution or expenditure by the corporation or labor organization, as the case may be, and any person who accepts or receives any contribution, in violation of this section, shall be fined not more than $1,000 or imprisoned not more than one year, or both; and if the violation was willful, shall be fined not more than $10,000 or imprisoned not more than two years, or both.
      “As used in this section, the phrase 'contribution or expenditure’ shall include any direct or indirect payment, distribution, loan, advance, deposit, or gift of money, or any services, or anything of value (except a loan of money by a national or State bank made in accordance with the applicable banking laws and regulations and in the ordinary course of business) to any candidate, campaign committee, or political party or organization, in connection with any election to any of the offices referred to in this section; but shall not include communications by a corporation to its stockholders and their families or by a labor organization to its members and their families on any subject; nonpartisan registration and get-out-the-vote campaigns by a corporation aimed at its stockholders and their families, or by a labor organization aimed at its members and their families; the establishment, administration, and solicitation of contributions to a separate segregated fund to be utilized for political purposes by a corporation or labor organization: Provided, That it shall be unlawful for such a fund to make a contribution or expenditure by utilizing money or anything of value secured by physical force, job discrimination, financial reprisals, or the threat of force, job discrimination, or financial reprisal; or by dues, fees, or other monies required as a condition of membership in a labor organization or as a condition of employment, or by monies obtained in any commercial transaction.”
      Definitions of various terms in § 610 are included in 18 U. S. C. §591 (1970 ed., Supp. III).
      The Federal Election Campaign Act Amendments of 1974, Pub. L. 93-443, 88 Stat. 1263, §§ 101 (e), 102, increased substantially the fines for violation of § 610 and changed many of the definitions in § 591 of the terms used in § 610.

       The speech was a general defense of "big business” and the current tax system. Although it named no political candidate or party, it was in large part devoted to refuting statements, which were quoted, by “a prominent presidential candidate.” The complaint in this case alleged that the “candidate” referred to was quite clearly the Democratic candidate for President at the time (George McGovern), App. A13. The speech concluded with the suggestion that listeners “[m]obilize ‘truth squads’” — organize to refute “false or deceptive” statements and “outrageous accusations.”

       The folder was entitled: “How you can help to keep the campaign honest.” It included suggestions for informing oneself about the election, using research tools, refuting “a statement you know to be wrong,” and organizing friends and neighbors to do the same. Unlike the speech and advertisement, the folder contained no quotations from any political candidate, nor any discussion of issues.

       First, the District Court held that the penal sanctions provided in § 610 are exclusive, and no private cause of action is to be implied. 360 F. Supp., at 231. Second, the District Court held that “the purpose of the advertisement was not to influence the election of a specific candidate,” and therefore that “the payment for the advertisement did not constitute an ‘expenditure’ within the meaning of . . . Section 610.” Id., at 231-232. Third, the court found that “[i]n failing to prove a likelihood of success on the merits, plaintiff has failed to prove that irreparable harm would result if an injunction is not granted.” Id., at 232.

       In affirming, the Court of Appeals observed that while the District Court’s opinion seemed to preclude respondent from any ultimate relief, the opinion addressed only a request for preliminary relief and therefore had to be considered only tentative, leaving respondent free to renew his contentions on final hearing. 471 F. 2d, at 812.

       Respondent seems to invite the Court, in effect, to reinstate Count II. We decline to do so. He argues, somewhat cryptically, that the order to post security “was a nullity” since “[a] court may not dismiss a theory of relief.” Brief for Respondent 11 and n. 2. But the District Court did not dismiss the pendent state-law claim; respondent deliberately dropped it from his amended complaint. Therefore, whatever the merits of the order for security as applied only to the pendent claim, see Sargent v. Genesco, Inc., 337 F. Supp. 1244 (MD Fla. 1972), cf. Cohen v. Beneficial Loan Corp., 337 U. S. 541 (1949), respondent has foreclosed himself from consideration of a state claim not now raised by his operative pleading. Wheeldin v. Wheeler, 373 U. S. 647, 652 (1963). We do not think that the pendent state-law claim was preserved in these circumstances by the verbatim repetition in the amended complaint of a general allegation from the original complaint that petitioners’ conduct was “in violation of state and federal law.”
      Therefore, there is not properly before us respondent’s argument that the acts of a Delaware corporation violative of United States criminal statutes are ultra vires acts under Delaware corporation law, Del. Code Ann., Tit. 8, §101; 6 W. Fletcher, Cyclopedia Corporations 335 (1968 ed.), and that his ultra vires cause of action therefore "arises under” federal law, that is, § 610, within the meaning of 28 U. S. C. § 1331. He relies upon Smith v. Kansas City Title Co., 255 U. S. 180 (1921); see also Wheeldin v. Wheeler, supra, at 659-660 (Brennan, J., dissenting). Not only was Count II dropped from the case by respondent, and no argument addressed to it made by him in the District Court or the Court of Appeals, but he neither cross-petitioned nor raised the contention in his Opposition to the Petition for Certiorari. Moreover, this Court must necessarily depend upon the district courts and courts of appeals for initial determinations of questions of state law; indeed, our practice of deference to such determinations should generally render unnecessary review of their decisions in this respect. Commissioner v. Estate of Bosch, 387 U. S, 456, 462 (1967); Bagan v. Merchants Transfer Co., 337 U. S. 530, 534 (1949). Obviously, then, we should not undertake to decide such questions, inherent in respondent’s theory, in the first instance.
      In sum, in this case “we see no cause for deviating from our normal policy of not considering issues which have not been presented to the Court of Appeals and which are not properly presented for review here.” Neely v. Eby Constr. Co., 386 U. S. 317, 330 (1967); cf. Wiener v. United States, 357 U. S. 349, 351 n. (1958).

       A Federal Election Commission was included in the Senate-passed bill in 1971, but was eliminated in conference. See Berry & Goldman, Congress and Public Policy: A Study of the Federal Election Campaign Act of 1971, 10 Harv. J. Legis. 331, 343, 354 (1973); S. Conf. Rep. No. 92-580, pp. 34-35 (1971); H. R. Conf. Rep. No. 92-752, pp. 34-35 (1971). The Commission in the Senate version was given no explicit authority with regard to violations of §610. See S. 382, §308 (b), as passed Aug. 5, 1971 (3 Leg. Hist, of Federal Election Campaign Act of 1971).

       Other provisions of the Amendments which may have relevance to private parties’ complaints of violations of § 610 include 2 U. S. C. §437g(a)(9) (1970 ed., Supp. IV), providing for judicial review at the behest of “[a]ny party aggrieved” by any order granted in a civil action filed by the Attorney General, and 2 U. S. C. § 437h (a) (1970 ed., Supp. IV), permitting “any individual eligible to vote in any election for the office of President of the United States” to file “such actions ... as may be appropriate to construe the constitutionality of ... [§ 610].”

       The parties disagree upon whether this reference to “primary jurisdiction” suggests that a complainant, after filing a complaint with the Commission, may file a civil suit for injunctive relief if the Commission fails to cause one to be filed. They also dispute whether the exhaustion requirement applies to a suit for damages. Compare 120 Cong. Rec. 35134 (1974) (remarks of Mr. Hays) (suggesting that the statutory remedies are exclusive) with id., at 35132 (remarks of Mr. Brademas) (“individuals or organizations who may have complaints about possible violations [must] first exhaust their administrative remedies with the Commission . . .” (emphasis supplied)); see also H. R. Conf. Rep. No. 93-1438, p. 94 (1974). However, these issues are not here relevant; it suffices for the purposes of this ease to hold that the statute requires that a private complainant desiring injunctive relief against alleged future violations of § 610 must at least exhaust his statutory remedy under the Amendments when and if such violations occur. We note that the question of the availability of a private cause of action by respondent for injunctive relief may not arise at all if the Attorney General seeks and obtains injunctive relief for any claimed violations by Bethlehem. Cf. Richardson v. Wright, 405 U. S. 208, 209 (1972).

       Although the considerations upon which we base our present decision have relevance to a similar determination under the Amendments, we imply no view whether the same result would obtain under the Amendments. See n. 9, supra, and n. 14, infra.

       In Wyandotte, it was conceded that the United States had a civil in rem action against the ship obstructing navigation under § 19 of the Rivers and Harbors Act of 1899, and could retain the proceeds of the sale of the vessel and its cargo. 389 U. S., at 200 n. 12. The only question was whether it also had other judicial remedies for violation of § 15 of the Act, aside from the criminal penalties provided in § 16.
      In Borak, § 27 of the Securities Exchange Act of 1934 specifically granted jurisdiction to the district courts over civil actions to “enforce any liability or duty created by this title or the rules and regulations thereunder,” and there seemed to be no dispute over the fact that at least a private suit for declaratory relief was authorized; the question was whether a derivative suit for rescission and damages was also available. 377 U. S., at 340-431. Further it was clear that the Securities and Exchange Commission could sue to enjoin violations of § 14 (a) of the Act, the section involved in Borah. See § 21 of the Act, 15 U. S. C. § 78u.
      Finally, in Rigsby, the Court noted that the statutes involved included language pertinent only to a private right of action for damages, although such a right of action was not expressly provided, thus rendering “[t]he inference of a private right of action ... irresistible.” 241 U. S., at 40. See also United States v. Republic Steel Corp., 362 U. S. 482, 491 (1960).

       The Act provided:
      “[It] shall be unlawful for any national bauk, or any corporation organized by authority of any laws of Congress, to make a money contribution in connection with any election to any political office. It shall also be unlawful for any corporation whatever to make a money contribution in connection with any election at which Presidential and Vice-Presidential electors or a Representative in Congress is to be voted for or any election by any State legislature of a United States Senator. . . .” 34 Stat. 864.

       Section 610 was later expanded to include labor unions within its prohibition. The history of this expansion has been recounted before. United States v. CIO, 335 U. S. 106, 114-116 (1948); United States v. Auto Workers, 352 U. S. 567, 578-584 (1957); Pipefitters v. United States, 407 U. S. 385, 402-409 (1972). We note that Congress did show concern, in permanently 'expanding § 610 to unions, for protecting union members from use of their funds for political purposes. See United States v. CIO, supra, at 135, 142 (Rutledge, J., concurring). This difference in emphasis may reflect a recognition that, while a stockholder acquires his stock voluntarily and is free to dispose of it, union membership and the payment of union dues is often involuntary because of union security and checkoff provisions. Cf. Machinists v. Street, 367 U. S. 740 (1961). It is therefore arguable that the federal interest in the relationship between members and their unions is much greater than the parallel interest in the relationship between stockholders and state-created corporations. In fact, the permanent expansion of § 610 to include labor unions was part of comprehensive labor legislation, the TaftHartley Act of 1947, while the 1907 Act dealt with corporations only with regard to their impact on federal elections. We intimate no view whether our conclusion that § 610 did not give rise directly to a cause of action for damages in favor of stockholders in state-created corporations necessarily would imply that union members, despite the much stronger federal interest in unions, are also relegated to state remedies.

       Petitioners point out that the Federal Election Campaign Act of 1971 did create a private complaint procedure with regard to the disclosure provisions there enacted, §308 (d), 86 Stat. 18, and yet, while the Act, § 205, did amend § 610, it did not provide a parallel remedy for private parties for violations of § 610. Relying on Amtrak, 414 U. S. 453 (1974), and T. I. M. E., Inc. v. United

        States, 359 U. S. 464 (1959), they ask us to infer from the fact that some private remedy was provided with regard to Title III of the 1971 Act an intention to deny any such remedy with regard to the criminal statutes amended in Title II.
      We find this excursion into extrapolation of legislative intent entirely unilluminating. In Amtrak, there was a private cause of action provided in favor of certain plaintiffs concerning the particular provision at issue. It was in this context that we referred to “[a] frequently stated principle of statutory construction . . . that when legislation expressly provides a particular remedy or remedies, courts should not expand the coverage of the statute to subsume other remedies.” 414 U. S., at 458. In addition, there was specific support in the legislative history of the Amtrak Act for the proposition that the statutory remedies were to be exclusive. Id., at 458-461.
      In T. I. M. E., supra, the Court did rely in part upon the fact that a particular remedy was provided with regard to certain parts of the Interstate Commerce Act to infer that none was intended with regard to others. But again, there was specific support in the legislative history for this inference. 359 U. S., at 471-472, 477, and n. 18.
      Here, there was, as far as the parties have been able to point out and as far as we have been able independently to determine, no discussion whatever in Congress concerning private enforcement of § 610. Further, while § 610 was amended in ways not pertinent here in 1971, it was, as we have seen, of much earlier origin, and it would be odd to infer from Congress’ actions concerning the newly created provisions of Title III any intention regarding the enforcement of a long-existing statute.
      Petitioners also suggest that the legislative history of the Amendments throw a “cross-light,” Pipefitters v. United States, 407 U. S., at 427, upon Congress’ understanding concerning private enforcement of § 610. Any such light cast is, in our view, exceedingly dim and of little help here.