Amgen Inc. v. Connecticut Retirement Plans and Trust Funds
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Full Opinion
delivered the opinion of the Court.
This case involves a securities-fraud complaint filed by Connecticut Retirement Plans and Trust Funds (Connecticut Retirement) against biotechnology company Amgen Inc. and several of its officers (collectively, Amgen). Seeking class-action certification under Federal Rule of Civil Procedure 23, Connecticut Retirement invoked the âfraud-on-the-marketâ presumption endorsed by this Court in Basic Inc. v. Levinson, 485 U. S. 224 (1988), and recognized most recently in Erica P. John Fund, Inc. v. Halliburton Co., 563 U. S. 804 (2011). The fraud-on-the-market premise is that the price of a security traded in an efficient market will reflect all publicly available information about a company; accordingly, a buyer of the security may be presumed to have relied on that information in purchasing the security.
The issue presented concerns the requirement stated in Rule 23(b)(3) that âthe questions of .law or fact common to class members predominate over any questions affecting only individual members.â Amgen contends that to meet the predominance requirement, Connecticut Retirement must do more than plausibly plead that Amgenâs alleged misrepresentations and misleading omissions materially affected Amgenâs stock price. According to Amgen, certification must be denied unless Connecticut Retirement proves materiality, for immaterial misrepresentations or omissions, by definition, would have no impact on Amgenâs stock price in an efficient market.
While Connecticut Retirement certainly must prove materiality to prevail on the merits, we hold that such proof is not a prerequisite to class certification. Rule 23(b)(3) requires a showing that questions common to the class predominate, not that those questions will be answered, on the merits, in favor of the class. Because materiality is judged according to an objective standard, the materiality of Amgenâs alleged misrepresentations and omissions is a question common to all members of the class Connecticut Retirement would represent. The alleged misrepresentations and omissions, whether material or immaterial, would be so equally for all investors composing the class. As vital, the plaintiff classâs inability to prove materiality would not result in individual
Essentially, Amgen, also the dissenters from todayâs decision, would have us put the cart before the horse. To gain certification under Rule 23(b)(3), Amgen and the dissenters urge, Connecticut Retirement must first establish that it will win the fray. But the office of a Rule 23(b)(3) certification ruling is not to adjudicate the case; rather, it is to select the âmetho[d]â best suited to adjudication of the controversy âfairly and efficiently.â
I
A
This case involves the interaction between federal securities-fraud laws and Rule 23âs requirements for class certification. To obtain certification of a class action for money damages under Rule 23(b)(3), a plaintiff must satisfy Rule 23(a)âs above-mentioned prerequisites of numerosity, commonality, typicality, and adequacy of representation, see swpra, at 459, and must also establish that âthe questions of law or fact common to class members predominate over any questions affecting only individual members, and that a class action is superior to other available methods for fairly and efficiently adjudicating the controversy.â To recover damages in a private securities-fraud action under § 10(b) of the Securities Exchange Act of 1934, 48 Stat. 891, as amended, 15 U. S. C. § 78j(b) (2006 ed., Supp. V), and Securities and Exchange Commission Rule 10b-5, 17 CFR §240.10b-5 (2011), a plaintiff must prove â(1) a material misrepresentation or omission by the defendant; (2) scienter; (3) a connection between the misrepresentation or omission and the
âReliance,â we have explained, âis an essential element of the § 10(b) private cause of actionâ because âproof of reliance ensures that there is a proper connection between a defendantâs misrepresentation and a plaintiffâs injury.â Halliburton, 563 U. S., at 810 (internal quotation marks omitted). âThe traditional (and most direct) wayâ for a plaintiff to demonstrate reliance âis by showing that he was aware of a companyâs statement and engaged in a relevant transaction . . . based on that specific misrepresentation.â Ibid. We have recognized, however, that requiring proof of direct reliance âwould place an unnecessarily unrealistic evidentiary burden on [a] plaintiff who has traded on an impersonal market.â Basic, 485 U. S., at 245. Accordingly, in Basic the Court endorsed the âfraud-on-the-marketâ theory, which permits certain Rule 10b-5 plaintiffs to invoke a rebuttable presumption of reliance on material misrepresentations aired to the general public. Id., at 241-249.
The fraud-on-the-market theory rests on the premise that certain well developed markets are efficient processors of public information. In such markets, the âmarket price of sharesâ will âreflec[t] all publicly available information.â Id., at 246. Few investors in such markets, if any, can consistently achieve above-market returns by trading based on publicly available information alone, for if such above-market returns were readily attainable, it would mean that market
In Basic, we held that if a market is shown to be efficient, courts may presume that investors who traded securities in that market relied on public, material misrepresentations regarding those securities. See 485 U. S., at 245-247. This presumption springs from the very concept of market efficiency. If a market is generally efficient in incorporating publicly available information into a securityâs market price, it is reasonable to presume that a particular public, material misrepresentation will be reflected in the securityâs price. Furthermore, it is reasonable to presume that most investorsâknowing that they have little hope of outperforming the market in the long run based solely on their analysis of publicly available informationâwill rely on the securityâs market price as an unbiased assessment of the securityâs value in light of all public information. Thus, courts may presume that investors trading in efficient markets indirectly rely on public, material misrepresentations through their âreliance on the integrity of the price set by the market.â Id., at 245. â[T]he presumption,â however, is âjust that, and [can] be rebutted by appropriate evidence.â Halliburton, 563 U. S., at 811. See also Basic, 485 U. S., at 248-249 (providing examples of showings that would rebut the fraud-on-the-market presumption).
Although fraud on the market is a substantive doctrine of federal securities-fraud law that can be invoked by any Rule 10b-5 plaintiff, see, e. g., Black v. Finantra Capital, Inc., 418 F. 3d 203, 209 (CA2 2005); Blackie v. Barrack, 524 F. 2d 891, 908 (CA9 1975), the doctrine has particular significance in securities-fraud class actions. Absent the fraud-on-the-market theory, the requirement that Rule 10b-5 plaintiffs establish reliance would ordinarily preclude certification of a
B
In its complaint, Connecticut Retirement alleges that Amgen violated § 10(b) and Rule 10b-5 through certain misrepresentations and misleading omissions regarding the safety, efficacy, and marketing of two of its flagship drugs.
Amgen raised two arguments on appeal. First, Amgen contended that the District Court erred by certifying the proposed class without first requiring Connecticut Retirement to prove that Amgenâs alleged misrepresentations and omissions were material. Second, Amgen argued that the District Court erred by refusing to consider certain rebuttal evidence that Amgen had proffered in opposition to Connecticut Retirementâs class-certification motion. This evidence, in Amgenâs view, demonstrated that the market was well aware of the truth regarding its alleged misrepresentations and omissions at the time the class members purchased their shares.
The Court of Appeals rejected both contentions. Am-genâs first argument, the Court of Appeals noted, made the uncontroversial point that immaterial misrepresentations and omissions âby definition [do] not affect. . . stock price[s] in an efficient market.â Id., at 1175. Thus, where misrepresentations and omissions are not material, there is no basis for presuming classwide reliance on those misrepresentations and omissions through the information-processing mechanism of the market price. âThe problem with that argument,â the Court of Appeals observed, is evident: â[Because materiality is an element of the merits of their securities fraud claim, the plaintiffs cannot both fail to prove materiality yet still have a viable claim for which they would need to prove reliance individually.â Ibid. The Court of Appeals thus concluded that âproof of materiality is not nec
With respect to Amgenâs second argument, the Court of Appeals determined that Amgenâs â proffered rebuttal evidence was merely âa method of refuting [the] materialityâ of the misrepresentations and omissions alleged in Connecticut Retirementâs complaint. Ibid. Having already concluded that a securities-fraud plaintiff does not need to prove materiality before class certification, the court similarly held that âthe district court correctly refused to considerâ Amgenâs rebuttal evidence âat the class certification stage.â Ibid.
We granted Amgenâs petition for certiorari, 567 U. S. 905 (2012), to resolve a conflict among the Courts of Appeals over whether district courts must require plaintiffs to prove, and must allow defendants to present evidence rebutting, the element of materiality before certifying a class action under § 10(b) and Rule 10b-5. Compare 660 F. 3d 1170 (case below) and Schleicher v. Wendt, 618 F. 3d 679, 687 (CA7 2010) (materiality need not be proved at the class-certification stage), with In re Salomon Analyst Metromedia Litigation, 544 F. 3d 474, 484-485, 486, n. 9 (CA2 2008) (plaintiff must prove, and defendant may present evidence rebutting, materiality before class certification). See also In re DVI, Inc. Securities Litigation, 639 F. 3d 623, 631-632, 637-638 (CA3 2011) (plaintiff need not prove materiality before class certification, but defendant may present rebuttal evidence on the issue).
II
A
The only issue before us in this case is whether Connecticut Retirement has satisfied Rule 23(b)(3)âs requirement that âquestions of law or fact common to class mĂ©mbers predominate over any questions affecting only individual members.â Although we have cautioned that a courtâs class-certification analysis must be ârigorousâ and may âentail some overlap
Bearing firmly in mind that the focus of Rule 23(b)(3) is on the predominance of common questions, we turn to Amgenâs contention that the courts below erred by failing to require Connecticut Retirement to prove the materiality of Amgenâs alleged misrepresentations and omissions before certifying Connecticut Retirementâs proposed class. As Amgen notes, materiality is not only an element of the Rule 10b-5 cause of action; it is also an essential predicate of the fraud-on-the-market theory. See Basic, 485 U. S., at 247 (â[W]here materially misleading statements have been disseminated into an impersonal, well-developed market for securities, the reliance of individual plaintiffs on the integrity of the market price may be presumed.â (emphasis added)). That theory, Amgen correctly observes, is premised on the understanding that in an efficient market, all publicly available information is rapidly incorporated into, and thus transmitted to investors through, the market price. See id., at 246-247. Because immaterial information, by definition, does not affect market price, it cannot be relied upon indirectly by investors who, as the fraud-on-the-market theory presumes, rely on
Contrary to Amgenâs argument, the key question in this case is not whether materiality is an essential predicate of the fraud-on-the-market theory; indisputably it is.
First, because â[t]he question of materiality ... is an objective one, involving the significance of an omitted or misrepresented fact to a reasonable investor,â materiality can be proved through evidence common to the class. TSC Industries, Inc. v. Northway, Inc., 426 U. S. 438, 445 (1976). Consequently, materiality is a âcommon questio[n]â for purposes of Rule 23(b)(3). Basic, 485 U. S., at 242 (listing âmaterialityâ as one of the questions common to the Basic class members).
Second, there is no risk whatever that a failure of proof on the common question of materiality will result in individual
Totally misapprehending our essential point, Justice Thomasâ dissent asserts that our âentire argument is based on the assumption that the fraud-on-the-market presumption need not be shown at certification because it will be proved later on the merits.â Post, at 495, n. 9. Our position is not so based. We rest, instead, entirely on the text of Rule 23(b)(3), which provides for class certification if âthe questions of law or fact common to class members predominate over any questions affecting only individual members.â A failure of proof on the common question of materiality ends the litigation and thus will never cause individual questions of reliance or anything else to overwhelm questions common to the class. Therefore, under the plain language of Rule 23(b)(3), plaintiffs are not required to prove materiality at the class-certification stage. In other words, they need not, at that threshold, prove that the predominating question will be answered in their favor.
Justice Thomas urges that a plaintiff seeking class certification âmust show that the elements of [her] claim are susceptible to elasswide proof.â Post, at 491. See also post, at 496 (criticizing the Court for failing to focus its analysis on âwhether the element of reliance is susceptible to classwide proofâ). From this premise, Justice Thomas concludes that Rule 10b-5 plaintiffs must prove materiality before class certification because (1) âmateriality is a necessary component of fraud on the market,â and (2) without fraud on
Rule 23(b)(3), however, does not require a plaintiff seeking class certification to prove that each âelemen[t] of [her] claim [is] susceptible to classwide proof.â Post, at 491. What the Rule does require is that common questions âpredominate over any questions affecting only individual [class] members.â Fed. Rule Civ. Proc. 23(b)(3) (emphasis added). Nowhere does Justice Thomas explain how, in an action invoking the Basic presumption, a plaintiff classâs failure to prove an essential element of its claim for relief will result in individual questions predominating over common ones. Absent proof of materiality, the claim of the Rule 10b-5 class will fail in its entirety; there will be no remaining individual questions to adjudicate.
Consequently, proof of materiality is not required to establish that a proposed class is âsufficiently cohesive to warrant adjudication by representationââthe focus of the predominance inquiry under Rule 23(b)(3). Amchem Products, Inc. v. Windsor, 521 U. S. 591, 623 (1997). No doubt a clever mind could conjure up fantastic scenarios in which an individual investor might rely on immaterial information (think of the superstitious investor who sells her securities based on a CEOâs statement that a black cat crossed the CEOâs path that morning). But such objectively unreasonable reliance does not give rise to a Rule 10b-5 claim. See TSC Industries, 426 U. S., at 445 (materiality is judged by an objective standard). Thus, âthe individualized questions of reliance,â post, at 494, n. 8, that hypothetically might arise when a failure of proof on the issue of materiality dooms the .fraud-on-the-market class are far more imaginative than real. Such âindividualized questionsâ do not undermine class cohe
Because the question of materiality is common to the class, and because a failure of proof on that issue would not result in questions âaffecting only individual membersâ predominating, Rule 23(b)(3), Connecticut Retirement was not required to prove the materiality of Amgenâs alleged misrepresentations and omissions at the class-certification stage. This is not a case in which the asserted problemâi. e., that the plaintiff class cannot prove materialityââexhibits some fatal dissimilarityâ among class members that would make use of the class-action device inefficient or unfair. Nagar-eda, Class Certification in the Age of Aggregate Proof, 84 N. Y. U. L. Rev. 97,107 (2009). Instead, what Amgen alleges is âa fatal similarityâ[an alleged] failure of proof as to an element of the plaintiffsâ cause of action.â Ibid. Such a contention is properly addressed at trial or in a ruling on a summary-judgment motion. The allegation should not be resolved in deciding whether to certify a proposed class. Ibid. See also Schleicher, 618 F. 3d, at 687 (â[WJhether a statement is materially false is a question common to all class members and therefore may be resolved on a class-wide basis after certification.â).
B
Insisting that materiality must be proved at the class-certification stage, Amgen relies chiefly on two arguments, neither of which we find persuasive.
Amgen points first to our statement in Halliburton that âsecurities fraud plaintiffs must prove certain things in order to invoke Basicâs rebuttable presumption of reliance,â including âthat the alleged misrepresentations were publicly known ..., that the stock traded in an efficient market, and that the relevant transaction took place âbetween the time
We disagree. As an initial matter, the requirement that a putative class representative establish that it executed trades âbetween the time the misrepresentations were made and the time the truth was revealedâ relates primarily to the Rule 23(a)(3) and (a)(4) inquiries into typicality and adequacy of representation, not to the Rule 23(b)(3) predominance inquiry. Basic, 485 U. S., at 248, n. 27.
Amgen is not aided by Halliburtonâs statement that market efficiency and the public nature of the alleged misrepresentations must be proved before a securities-fraud class action can be certified. As Amgen notes, market efficiency, publicity, and materiality can all be proved on a classwide basis. Furthermore, they are all essential predicates of the fraud-on-the-market theory. Unless those predicates are established, there is no basis for presuming that the defendantâs alleged misrepresentations were reflected in the securityâs market price, and hence no grounding for any contention that investors indirectly relied on those misrepresentations through their reliance on the integrity of the market price. But unlike materiality, market efficiency and publicity are not indispensable elements of a Rule 10b-5 claim. See Matrixx Initiatives, 563 U. S., at 37-38 (listing elements of a Rule 10b-5 claim). Thus, where the market for a security is inefficient or the defendantâs alleged misrepresentations were not aired publicly, a plaintiff cannot invoke the fraud-on-the-market presumption. She can, however, attempt to establish reliance through the âtraditionalâ mode of demonstrating that she was personally âaware of [the defendantâs] statement and engaged in a relevant transaction . . . based on that specific misrepresentation.â Halliburton, 563 U. S., at 810. Individualized reliance issues would predominate in such a lawsuit. See Basic, 485 U. S., at 242. The litigation,
A failure of proof on the issue of materiality, in contrast, not only precludes a plaintiff from invoking the fraud-on-the-market presumption of classwide reliance; it also establishes as a matter of law that the plaintiff cannot prevail on the merits of her Rule 10b-5 claim. Materiality thus differs from the market-efficiency and publicity predicates in this critical respect: While the failure of common, classwide proof on the issues of market efficiency and publicity leaves open the prospect of individualized proof of reliance, the failure of common proof on the issue of materiality ends the case for the class and for all individuals alleged to compose the class. See Brief for United States as Amicus Curiae 20 (âUnless the failure of common proof gives rise to a need for individualized proof, it does not cast doubt on the propriety of class certification.â). In short, there can be no actionable reliance, individually or collectively, on immaterial information. Because a failure of proof on the issue of materiality, unlike the issues of market efficiency and publicity, does not give rise to any prospect of individual questions overwhelming common ones, materiality need not be proved prior to Rule 23(b)(3) class certification.
2
Amgen also contends that certain âpolicy considerationsâ militate in favor of requiring precertification proof of materiality. Brief for Petitioners 28. An order granting class certification, Amgen observes, can exert substantial pressure on a defendant âto settle rather than incur the costs of defending a class action and run the risk of potentially ruinous liability.â Advisory Committeeâs 1998 Note on subd. (f) of Fed. Rule Civ. Proc. 23, 28 U. S. C. App., p. 143. See also AT&T Mobility LLC v. Concepcion, 563 U. S. 333, 350 (2011) (class actions can entail a ârisk of âin terroremâ settlementsâ). Absent a requirement to evaluate materiality at the class-
In this regard, however, materiality does not differ from other essential elements of a Rule 10b-5 claim, notably, the requirements that the statements or omissions on which the plaintiffâs claims are based were false or misleading and that the alleged statements or omissions caused the plaintiff to suffer economic loss. See Matrixx Initiatives, 563 U. S., at 37-38. Settlement pressure exerted by class certification may prevent judicial resolution of these issues. Yet this Court has held that loss causation and the falsity or misleading nature of the defendantâs alleged statements or omissions are common questions that need not be adjudicated before a class is certified. See Halliburton, 563 U. S., at 809 (loss causation need not be proved at the class-certification stage); Basic, 485 U. S., at 242 (âthe falsity or misleading nature of the . . . public statementsâ allegedly made by the defendant is a âcommon questio[n]â). See also Schleicher, 618 F. 3d, at 685 (falsity of alleged misstatements need not be proved before certification of a securities-fraud class action).
Congress, we count it significant, has addressed the settlement pressures associated with securities-fraud class actions through means other than requiring proof of materiality at the class-certification stage. In enacting the Private Securities Litigation Reform Act of 1995 (PSLRA), 109 Stat. 737, Congress recognized that although private securities-fraud litigation furthers important public-policy interests, prime among them, deterring wrongdoing and providing restitution to defrauded investors, such lawsuits have also been subject to abuse, including the âextraction]â of âextortionate âsettlementsâ â of frivolous claims. H. R. Conf. Rep. No. 104-369,
While taking these steps to curb abusive seeurities-fraud lawsuits, Congress rejected calls to undo the fraud-on-the-market presumption of classwide reliance endorsed in Basic. See Langevoort, Basic at Twenty: Rethinking Fraud on the Market, 2009 Wis. L. Rev. 151, 153, and n. 8 (noting that the initial version of H. R. 10, 104th Cong., 1st Sess. (1995), an unenacted bill that, like the PSLRA, was designed to curtail abuses in private securities litigation, âwould have undone Basicâ). See also Common Sense Legal Reform Act: Hearings before the Subcommittee on Telecommunications and Finance of the House Committee on Commerce, 104th Cong., 1st Sess., 92, 236-237, 251-252, 272 (1995) (witnesses criticized the fraud-on-the-market presumption and expressed support for H. R. 10âs requirement that seeurities-fraud plaintiffs prove direct reliance). Nor did Congress decree that seeurities-fraud plaintiffs prove each element of their claim before obtaining class certification. Because Congress has homed in on the precise policy concerns raised in Am-genâs brief, â[w]e do not think it appropriate for the judiciary
In addition to seeking our aid in warding off âin terroremâ settlements, Amgen also argues that requiring proof of materiality before class certification would conserve judicial resources by sparing judges the task of overseeing large class proceedings in which the essential element of reliance cannot be proved on a classwide basis. In reality, however, it is Amgenâs position, not the judgments of the lower courts in this case, that would waste judicial resources. Amgenâs argument, if embraced, would necessitate a minitrial on the issue of materiality at the class-certification stage. Such preliminary adjudications would entail considerable expenditures of judicial time and resources, costs scarcely anticipated by Federal Rule of Civil Procedure 23(c)(1)(A), which instructs that the decision whether to certify a class action be made â[a]t an early practicable time.â If the class is certified, materiality might have to be shown all over again at trial. And if certification is denied for failure to prove materiality, nonnamed class members would not be bound by that determination. See Smith, 564 U. S., at 312-318. They would be free to renew the fray, perhaps in another forum, perhaps with a stronger showing of materiality.
Given the tenuousness of Amgenâs judicial-economy argument, Amgenâs policy arguments ultimately return to the contention that private seeurities-fraud actions should be hemmed in to mitigate their potentially âvexatiou[s]â character. Blue Chip Stamps v. Manor Drug Stores, 421 U. S. 723, 739 (1975). We have already noted what Congress has done