In the case of Business Guides, Inc. v. Chromatic Communications Enterprises, Inc., and Michael Shipp (1990), the US Supreme Court ruled that a party can be held liable under Section 14(a) of the Securities Exchange Act for aiding and abetting even if they are not directly involved in soliciting proxies or making false statements to shareholders. The court found that liability could extend to those who provide "substantial assistance" in these activities. In this particular case, Business Guides was an accounting firm hired by Chromatic Communications to review its financials before a merger with another company; however, it failed to disclose certain liabilities which led investors into approving the merger based on incomplete information.

In the dissenting opinion for Business Guides, Inc. v. Chromatic Communications Enterprises, Inc., Justice Scalia argued that the majority's interpretation of Section 14(a) of the Securities Exchange Act was too broad and inconsistent with its original intent. He contended that this section was designed to regulate proxy solicitations rather than any false or misleading statements made in connection with a securities transaction. Furthermore, he disagreed with the majority's view that a third party who assists an issuer in making a false statement could be held liable under Rule 14a-9 even if they did not themselves engage in solicitation activities. According to him, such an expansive reading would potentially expose lawyers and other professionals involved in preparing documents related to securities transactions to liability risks beyond what Congress intended when it enacted Section 14(a).