On May 11, 2011, the U.S. Court of Appeals for the Second Circuit affirmed the dismissal of credit rating agencies from three different RMBS actions, finding that the rating agencies could not be held liable as underwriters or control persons under Sections 11 and 15 the ’33 Act for alleged misstatements or omissions in securities offering documents. Plaintiffs had argued that the rating agencies acted as underwriters of the RMBS securitizations by giving the underwriters preliminary credit ratings and suggestions for credit enhancements to improve the securities’ ratings. The Second Circuit rejected this argument, finding that the statutory definition of “underwriter” did not include parties who provided services to facilitate a securities offering, but did not themselves participate in the distribution of those securities to the public. The Second Circuit also affirmed that the allegations were insufficient to establish control person liability for the rating agencies because they failed to raise an inference that the rating agencies could “direct, rather than merely inform” the alleged primary violators’ actions. Decision.