amgen inc et al connecticut retirement plans trust funds argued november decided february recover damages private action securities exchange act securities exchange commission rule plaintiff must prove among things reliance material misrepresentation omission made defendant matrixx initiatives siracusano requiring proof direct reliance place unnecessarily unrealistic evidentiary burden plaintiff traded impersonal market basic levinson thus endorsed theory permits plaintiffs invoke rebuttable presumption reliance public material misrepresentations regarding securities traded efficient market theory facilitates certification class actions permitting reliance proved classwide basis invoking theory respondent connecticut retirement plans trust funds connecticut retirement sought certification class action federal rule civil procedure biotechnology company amgen several officers collectively amgen district certified class ninth circuit affirmed ninth circuit rejected amgen argument connecticut retirement required prove materiality amgen alleged misrepresentations omissions class certification order satisfy rule requirement questions law fact common class members predominate questions affecting individual members ninth circuit also held district err refusing consider rebuttal evidence amgen presented issue materiality stage held proof materiality prerequisite certification class action seeking money damages alleged violations rule pp pivotal inquiry case whether proof materiality needed ensure questions law fact common class predominate questions affecting individual members litigation progresses two reasons answer question first materiality judged according objective standard proved evidence common class tsc industries northway thus common question rule purposes second failure proof common question materiality result individual questions predominating instead end case materiality essential element claim pp amgen arguments contrary unpersuasive pp amgen points statement erica john fund halliburton securities fraud plaintiffs must prove certain things order invoke basic rebuttable presumption reliance including alleged misrepresentations publicly known stock traded efficient market relevant transaction took place time misrepresentations made time truth revealed predicates must proved class certification amgen contends materiality another predicate treated differently disagrees requirement putative class representative establish executed trades time misrepresentations made time truth revealed relates primarily rule inquiries typicality adequacy representation rule predominance inquiry unlike materiality market efficiency public nature alleged misrepresentations indispensable elements rule claim failure common classwide proof market efficiency publicity leaves open prospect individualized proof reliance failure common proof issue materiality ends case class members pp amgen also contends policy considerations militate favor requiring precertification proof materiality class certification exert substantial pressure defendant settle rather risk ruinous liability amgen asserts materiality may never addressed required evaluated stage regard however materiality differ essential elements rule claim notably requirements statements omissions plaintiff claims based false misleading alleged statements omissions caused plaintiff suffer economic loss significantly addressing settlement pressures associated class actions congress rejected calls undo theory contrary amgen argument requiring proof materiality class certification conserve judicial resources amgen position necessitate time resource intensive materiality stage pp also unavailing amgen claim district erred refusing consider rebuttal evidence amgen proffered opposing connecticut retirement motion ninth circuit concluded amgen contest amgen rebuttal evidence aimed prove misrepresentations omissions alleged connecticut retirement complaint immaterial potential immateriality amgen alleged misrepresentations omissions however barrier finding common questions predominate plaintiff class inability prove materiality creates risk individual questions predominate definitive rebuttal issue materiality undermine predominance questions common class pp affirmed ginsburg delivered opinion roberts breyer alito sotomayor kagan joined alito filed concurring opinion scalia filed dissenting opinion thomas filed dissenting opinion kennedy joined scalia joined except part opinion notice opinion subject formal revision publication preliminary print reports readers requested notify reporter decisions washington typographical formal errors order corrections may made preliminary print goes press amgen et petitioners connecticut retirement plans trust funds writ certiorari appeals ninth circuit february justice ginsburg delivered opinion case involves complaint filed connecticut retirement plans trust funds connecticut retirement biotechnology company amgen several officers collectively amgen seeking certification federal rule civil procedure connecticut retirement invoked presumption endorsed basic levinson recognized recently erica john fund halliburton premise price security traded efficient market reflect publicly available information company accordingly buyer security may presumed relied information purchasing security amgen conceded efficiency market securities issue contested public character allegedly fraudulent statements connecticut retirement complaint based amgen dispute connecticut retirement meets prerequisites stated rule alleged class numerous joinder members impracticable questions law fact common class connecticut retirement claims typical claims class connecticut retirement fairly adequately protect interests class issue presented concerns requirement stated rule questions law fact common class members predominate questions affecting individual members amgen contends meet predominance requirement connecticut retirement must plausibly plead amgen alleged misrepresentations misleading omissions materially affected amgen stock price according amgen certification must denied unless connecticut retirement proves materiality immaterial misrepresentations omissions definition impact amgen stock price efficient market connecticut retirement certainly must prove materiality prevail merits hold proof prerequisite class certification rule requires showing questions common class predominate questions answered merits favor class materiality judged according objective standard materiality amgen alleged misrepresentations omissions question common members class connecticut retirement represent alleged misrepresentations omissions whether material immaterial equally investors composing class vital plaintiff class inability prove materiality result individual questions predominating instead failure proof issue materiality end case given materiality essential element class members claims materiality therefore class entirely cohesive prevail fail unison event individual circumstances particular class members bear inquiry essentially amgen also dissenters today decision us put cart horse gain certification rule amgen dissenters urge connecticut retirement must first establish win fray office rule certification ruling adjudicate case rather select metho best suited adjudication controversy fairly efficiently case involves interaction federal laws rule requirements class certification obtain certification class action money damages rule plaintiff must satisfy rule prerequisites numerosity commonality typicality adequacy representation see supra must also establish questions law fact common class members predominate questions affecting individual members class action superior available methods fairly efficiently adjudicating controversy recover damages private action securities exchange act stat amended supp securities exchange commission rule cfr plaintiff must prove material misrepresentation omission defendant scienter connection misrepresentation omission purchase sale security reliance upon misrepresentation omission economic loss loss causation matrixx initiatives siracusano slip internal quotation marks omitted reliance explained essential element private cause action proof reliance ensures proper connection defendant misrepresentation plaintiff injury halliburton slip internal quotation marks omitted traditional direct way plaintiff demonstrate reliance showing aware company statement engaged relevant transaction based specific misrepresentation ibid recognized however requiring proof direct reliance place unnecessarily unrealistic evidentiary burden plaintiff traded impersonal market basic accordingly basic endorsed theory permits certain rule plaintiffs invoke rebuttable presumption reliance material misrepresentations aired general public theory rests premise certain well developed markets efficient processors public information markets market price shares reflec publicly available information investors markets consistently achieve returns trading based publicly available information alone returns readily attainable mean market prices efficiently incorporating full supply public information see brealey myers allen principles corporate finance ed efficient market way investors achieve consistently superior rates basic held market shown efficient courts may presume investors traded securities market relied public material misrepresentations regarding securities see presumption springs concept market efficiency market generally efficient incorporating publicly available information security market price reasonable presume particular public material misrepresentation reflected security price furthermore reasonable presume investors knowing little hope outperforming market long run based solely analysis publicly available information rely security market price unbiased assessment security value light public information thus courts may presume investors trading efficient markets indirectly rely public material misrepresentations reliance integrity price set market presumption however rebutted appropriate evidence halliburton slip see also basic providing examples showings rebut presumption although fraud market substantive doctrine federal law invoked rule plaintiff see black finantra capital blackie barrack doctrine particular significance class actions absent theory requirement rule plaintiffs establish reliance ordinarily preclude certification class action seeking money damages individual reliance issues overwhelm questions common class see basic theory however facilitates class certification recognizing rebuttable presumption classwide reliance public material misrepresentations shares traded efficient market complaint connecticut retirement alleges amgen violated rule certain misrepresentations misleading omissions regarding safety efficacy marketing two flagship according connecticut retirement misrepresentations omissions artificially inflated price amgen stock time connecticut retirement numerous securities buyers purchased stock truth came light connecticut retirement asserts amgen stock price declined resulting financial losses purchased stock inflated price answer connecticut retirement complaint amgen conceded relevant times market securities traded nasdaq stock exchange efficient market thus market amgen securities promptly digested current information regarding amgen publicly available sources reflected information amgen stock price consolidated amended class action complaint cd cal answer district granted connecticut retirement motion certify class action rule behalf investors purchased amgen stock date first alleged misrepresentation date last alleged corrective disclosure granting amgen request take interlocutory appeal district order see fed rule civ proc appeals affirmed see amgen raised two arguments appeal first amgen contended district erred certifying proposed class without first requiring connecticut retirement prove amgen alleged misrepresentations omissions material second amgen argued district erred refusing consider certain rebuttal evidence amgen proffered opposition connecticut retirement motion evidence amgen view demonstrated market well aware truth regarding alleged misrepresentations omissions time class members purchased shares appeals rejected contentions amgen first argument appeals noted made uncontroversial point immaterial misrepresentations omissions definition affect stock price efficient market thus misrepresentations omissions material basis presuming classwide reliance misrepresentations omissions mechanism market price problem argument appeals evident ecause materiality element merits securities fraud claim plaintiffs fail prove materiality yet still viable claim need prove reliance individually ibid appeals thus concluded proof materiality necessary ensure compliance rule requirement common questions predominate respect amgen second argument appeals determined amgen proffered rebuttal evidence merely method refuting ality misrepresentations omissions alleged connecticut retirement complaint ibid already concluded plaintiff need prove materiality class certification similarly held district correctly refused consider amgen rebuttal evidence class certification stage ibid granted amgen petition certiorari resolve conflict among courts appeals whether district courts must require plaintiffs prove must allow defendants present evidence rebutting element materiality certifying class action rule compare case schleicher wendt materiality need proved stage salomon analyst metromedia litigation plaintiff must prove defendant may present evidence rebutting materiality class certification see also dvi securities litigation plaintiff need prove materiality class certification defendant may present rebuttal evidence issue ii issue us case whether connecticut retirement satisfied rule requirement questions law fact common class members predominate questions affecting individual members although cautioned analysis must rigorous may entail overlap merits plaintiff underlying claim stores dukes slip internal quotation marks omitted rule grants courts license engage merits inquiries certification stage merits questions may considered extent extent relevant determining whether rule prerequisites class certification satisfied see slip district conduct preliminary inquiry merits class certification unless necessary determine propriety certification quoting eisen carlisle jacquelin advisory committee note subd fed rule civ proc evaluation probable outcome merits properly part certification bearing firmly mind focus rule predominance common questions turn amgen contention courts erred failing require connecticut retirement prove materiality amgen alleged misrepresentations omissions certifying connecticut retirement proposed class amgen notes materiality element rule cause action also essential predicate theory see basic materially misleading statements disseminated impersonal market securities reliance individual plaintiffs integrity market price may presumed emphasis added theory amgen correctly observes premised understanding efficient market publicly available information rapidly incorporated thus transmitted investors market price see immaterial information definition affect market price relied upon indirectly investors theory presumes rely market price integrity therefore theory apply absent material misrepresentation omission without theory element reliance proved classwide basis evidence common class see thus follows amgen contends materiality must proved class action certified contrary amgen argument key question case whether materiality essential predicate theory indisputably instead pivotal inquiry whether proof materiality needed ensure questions law fact common class predominate questions affecting individual members litigation progresses fed rule civ proc two reasons answer question clearly first question materiality objective one involving significance omitted misrepresented fact reasonable investor materiality proved evidence common class tsc industries northway consequently materiality common questio purposes rule basic listing materiality one questions common basic class members second risk whatever failure proof common question materiality result individual questions predominating materiality essential element rule claim see matrixx initiatives slip connecticut retirement failure present sufficient evidence materiality defeat motion prevail trial cause individual reliance questions overwhelm questions common class instead failure proof element materiality end case one claim remain individual reliance issues potentially predominate totally misapprehending essential point justice thomas dissent asserts entire argument based assumption presumption need shown certification proved later merits post position based rest instead entirely text rule provides class certification questions law fact common class members predominate questions affecting individual members failure proof common question materiality ends litigation thus never cause individual questions reliance anything else overwhelm questions common class therefore plain language rule plaintiffs required prove materiality stage words need threshold prove predominating question answered favor justice thomas urges plaintiff seeking class certification must show elements claim susceptible classwide proof post see also post criticizing failing focus analysis whether element reliance susceptible classwide proof premise justice thomas concludes rule plaintiffs must prove materiality class certification materiality necessary component fraud market without fraud market rule element reliance susceptible classwide answer post see also post plaintiff wishes use basic presumption prove reliance common question must establish entire presumption including materiality class certification rule however require plaintiff seeking class certification prove elemen claim susceptible classwide proof post rule require common questions predominate questions affecting individual class members fed rule civ proc emphasis added nowhere justice thomas explain action invoking basic presumption plaintiff class failure prove essential element claim relief result individual questions predominating common ones absent proof materiality claim rule class fail entirety remaining individual questions adjudicate consequently proof materiality required establish proposed class sufficiently cohesive warrant adjudication representation focus predominance inquiry rule amchem products windsor doubt clever mind conjure fantastic scenarios individual investor might rely immaterial information think superstitious investor sells securities based ceo statement black cat crossed ceo path morning objectively unreasonable reliance give rise rule claim see tsc industries materiality judged objective standard thus individualized questions reliance post hypothetically might arise failure proof issue materiality dooms class far imaginative real individualized questions undermine class cohesion thus said predominate purposes rule question materiality common class failure proof issue result questions affecting individual members predominating fed rule civ proc connecticut retirement required prove materiality amgen alleged misrepresentations omissions stage case asserted problem plaintiff class prove materiality exhibits fatal dissimilarity among class members make use device inefficient unfair nagareda class certification age aggregate proof rev instead amgen alleges fatal similarity alleged failure proof element plaintiffs cause action ibid contention properly addressed trial ruling motion allegation resolved deciding whether certify proposed class ibid see also schleicher hether statement materially false question common class members therefore may resolved basis insisting materiality must proved stage amgen relies chiefly two arguments neither find amgen points first statement halliburton securities fraud plaintiffs must prove certain things order invoke basic rebuttable presumption reliance including alleged misrepresentations publicly known stock traded efficient market relevant transaction took place time misrepresentations made time truth revealed slip quoting basic see also dukes slip laintiffs seeking certification class action must prove shares traded efficient predicates must proved class certification amgen contends materiality another predicate treated differently disagree initial matter requirement putative class representative establish executed trades time misrepresentations made time truth revealed relates primarily rule inquiries typicality adequacy representation rule predominance inquiry basic security market price affected misrepresentation yet made efficient market misrepresentation impact market price quickly nullified truth comes light thus plaintiff whose relevant transactions executed time misrepresentation made time truth revealed said indirectly relied misrepresentation reliance integrity market plaintiff claims therefore typical claims investors trade window misrepresentation truth revelation fed rule civ proc confidently conclude plaintiff fairly adequately protect interests investors traded relevant window rule requirement theory predicate established class certification thus sheds little light question whether materiality must also proved stage amgen aided halliburton statement market efficiency public nature alleged misrepresentations must proved class action certified amgen notes market efficiency publicity materiality proved classwide basis furthermore essential predicates theory unless predicates established basis presuming defendant alleged misrepresentations reflected security market price hence grounding contention investors indirectly relied misrepresentations reliance integrity market price unlike materiality market efficiency publicity indispensable elements rule claim see matrixx initiatives slip listing elements rule claim thus market security inefficient defendant alleged misrepresentations aired publicly plaintiff invoke presumption however attempt establish reliance traditional mode demonstrating personally aware defendant statement engaged relevant transaction based specific misrepresentation halliburton slip individualized reliance issues predominate lawsuit see basic litigation therefore certified rule class action initiating plaintiff claim remain live dead arrival failure proof issue materiality contrast precludes plaintiff invoking presumption classwide reliance also establishes matter law plaintiff prevail merits rule claim materiality thus differs publicity predicates critical respect failure common classwide proof issues market efficiency publicity leaves open prospect individualized proof reliance failure common proof issue materiality ends case class individuals alleged compose class see brief amicus curiae unless failure common proof gives rise need individualized proof cast doubt propriety class short actionable reliance individually collectively immaterial information failure proof issue materiality unlike issues market efficiency publicity give rise prospect individual questions overwhelming common ones materiality need proved prior rule class certification amgen also contends certain policy considerations militate favor requiring precertification proof materiality brief petitioners order granting class certification amgen observes exert substantial pressure defendant settle rather incur costs defending class action run risk potentially ruinous liability advisory committee note subd fed rule civ proc see also mobility llc concepcion slip class actions entail risk terrorem settlements absent requirement evaluate materiality stage amgen contends issue may never addressed defendant surrender settle soon class certified insistence proof materiality certifying class action amgen thus urges ensures issue adjudicated forgone see also post scalia dissenting expressing concerns regard however materiality differ essential elements rule claim notably requirements statements omissions plaintiff claims based false misleading alleged statements omissions caused plaintiff suffer economic loss see matrixx initiatives slip settlement pressure exerted class certification may prevent judicial resolution issues yet held loss causation falsity misleading nature defendant alleged statements omissions common questions need adjudicated class certified see halliburton slip loss causation need proved stage basic falsity misleading nature public statements allegedly made defendant common questio see also schleicher falsity alleged misstatements need proved certification class action congress count significant addressed settlement pressures associated class actions means requiring proof materiality stage enacting private securities litigation reform act pslra stat congress recognized although private litigation furthers important interests prime among deterring wrongdoing providing restitution defrauded investors lawsuits also subject abuse including extract ion extortionate frivolous claims conf pp pslra response perceived abuses inter alia impos heightened pleading requirements actions limit recoverable damages attorney fees provide harbor statements impose new restrictions selection compensation awarded lead plaintiffs mandate imposition sanctions frivolous litigation authorize stay discovery pending resolution motion dismiss merrill lynch pierce fenner smith dabit see also ed supp congress later fortified pslra enacting securities litigation uniform standards act stat curtailed plaintiffs ability evade pslra limitations federal litigation bringing suits state rather federal law see taking steps curb abusive lawsuits congress rejected calls undo presumption classwide reliance endorsed basic see langevoort basic twenty rethinking fraud market rev noting initial version sess unenacted bill like pslra designed curtail abuses private securities litigation undone basic see also common sense legal reform act hearings subcommittee telecommunications finance house committee commerce witnesses criticized presumption expressed support requirement plaintiffs prove direct reliance congress decree plaintiffs prove element claim obtaining class certification congress homed precise policy concerns raised amgen brief think appropriate judiciary make adjustments reinterpreting rule make likely success merits essential class certification suits schleicher cf smith bayer slip congress decision address relitigation concerns associated class actions mechanism removal provides yet another reason federal courts adhere context longstanding principles addition seeking aid warding terrorem settlements amgen also argues requiring proof materiality class certification conserve judicial resources sparing judges task overseeing large class proceedings essential element reliance proved classwide basis reality however amgen position judgments lower courts case waste judicial resources amgen argument embraced necessitate issue materiality stage preliminary adjudications entail considerable expenditures judicial time resources costs scarcely anticipated federal rule civil procedure instructs decision whether certify class action made early practicable time class certified materiality might shown trial certification denied failure prove materiality nonnamed class members bound determination see smith slip free renew fray perhaps another forum perhaps stronger showing materiality given tenuousness amgen argument amgen policy arguments ultimately return contention private actions hemmed mitigate potentially vexatiou character blue chip stamps manor drug stores already noted congress done control exorbitant actions see supra congress executive branch moreover recognized meritorious private actions enforce federal antifraud securities laws essential supplement criminal prosecutions civil enforcement actions brought respectively department justice securities exchange commission tellabs makor issues rights see conf brief amicus curiae see also amchem policy core class action mechanism overcome problem small recoveries provide incentive individual bring solo action prosecuting rights quoting mace van ru credit warrant encumber litigation adopting atextual requirement precertification proof materiality congress despite extensive involvement securities field sanctioned justice scalia acknowledges proof materiality required satisfy rule predominance requirement see post nevertheless maintains full satisfaction rule requirements insufficient obtain class certification basic justice scalia view decision basic established special rule class action certified unless prerequisites presumption reliance including materiality first established post purported rule justice scalia invention attributed anything said basic decision best known endorsement theory opinion also established something stated proper standard judging materiality misleading statements regarding existence status preliminary merger discussions see materiality merger context depends probability transaction consummated significance issuer district basic certified class investors whose share prices allegedly depressed misleading statements disguised ongoing merger negotiations postcertification granted summary judgment defendants ground alleged misstatements immaterial matter law appeals affirmed class certification reversed grant summary judgment turn vacated appeals judgment remanded proceedings defendants motion light materiality standard set forth opinion notably however disturb district order stated appropriate made justice scalia correct decision basic demands proof materiality class certification basic ordered lower courts reconsider remand defendants entitlement summary judgment propriety class certification instead expressly endorsed district order time recognizing proceedings necessary determine whether plaintiffs mustered sufficient evidence satisfy relatively lenient standard avoiding summary judgment see anderson liberty lobby ummary judgment lie evidence reasonable jury return verdict nonmoving unlike justice scalia unwilling presume basic announced rule requiring precertification proof materiality basic failed apply rule case iii amgen also argues district erred refusing consider rebuttal evidence amgen proffered opposing connecticut retirement motion evidence amgen contends showed light information available market alleged misrepresentations misleading omissions presumed altered market price altered total mix information made available brief petitioners quoting basic example connecticut retirement complaint alleges amgen executive misleadingly downplayed significance upcoming food drug administration advisory committee meeting incorrectly stating meeting focus one amgen leading drugs see app pet cert amgen responded allegation presenting public documents including committee meeting agenda published federal register month meeting stating safety concerns associated amgen drug discussed meeting see see also fed reg district err agree appeals disregarding amgen rebuttal evidence deciding whether connecticut retirement proposed class satisfied rule predominance requirement appeals concluded amgen contest amgen rebuttal evidence aimed prove misrepresentations omissions alleged connecticut retirement complaint immaterial characterizing amgen rebuttal evidence attempt present defense appeals explained method refuting alleged misrepresentation materiality see also reply brief amgen evidence offered rebut materiality predicate theory explained however potential immateriality amgen alleged misrepresentations omissions barrier finding common questions predominate see part ii supra alleged misrepresentations omissions ultimately found immaterial presumption classwide reliance collapse earlier explained see supra individual reliance questions overwhelm questions common class class members claims failed merits thus bringing litigation close therefore plaintiff class inability prove materiality creates risk individual questions predominate even definitive rebuttal issue materiality undermine predominance questions common class recognized much basic defendant rebut presumption reliance observed basic demonstrating news truth credibly entered market dissipated effects prior misstatements emphasized however roof sort matter trial presumably also motion federal rule civil procedure district thus correctly reserved consideration amgen rebuttal evidence summary judgment trial required consider evidence determining whether common questions predominated rule reasons stated judgment appeals ninth circuit affirmed ordered alito concurring amgen et petitioners connecticut retirement plans trust funds writ certiorari appeals ninth circuit february justice alito concurring join opinion understanding petitioners ask us revisit basic presumption see basic levinson dissent observes recent evidence suggests presumption may rest faulty economic premise post opinion thomas see langevoort basic twenty rethinking fraud market rev light development reconsideration basic presumption may appropriate scalia dissenting amgen et petitioners connecticut retirement plans trust funds writ certiorari appeals ninth circuit february justice scalia dissenting join principal dissent justice thomas except part rule says purchase sale security well functioning market establishes reliance material misrepresentation known market rule found nowhere code common law fraud deception invented basic levinson today applies rule principles federal rule civil procedure thereby concludes logically enough commonality established certification stage even shown correct procedure basic meant rule announced govern question substantive liability must shown order prevail new substantive rule like general substantive rule reliance must proved subject certification stage commonality analysis rule view however basic rule well functioning market plus purchase sale market plus material misrepresentation known market establishes necessary showing reliance governs question substantive liability also question whether certification proper elements rule including materiality must established relied upon justify certification answer question us today found rule opinion basic basic established presumption relied upon mere presumption plaintiffs relied market price established presumption question substantive liability also question certification granted certiorari determine whether courts properly applied presumption reliance certifying class rather requiring class member show direct reliance basic statements emphasis added course makes sense presume reliance misrepresentation merely plaintiff relied market price unless alleged misrepresentation likely affected market price unless material thus justice thomas dissent shows basic opinion shot references necessary materiality presumption reliance apply hence neither substantive liability attach certification proper unless materiality shown necessity materiality certification demonstrated last sentence basic opinion comes decided remand case reconsideration materiality appropriate legal standard district certification class appropriate made subject remand adjustment developing circumstances demand circumstances establishment facts rebut presumption including facts show misrepresentation material known market argues materiality predicate certification theory basic approved class certification order remanding reconsideration whether plaintiffs mustered sufficient evidence satisfy relatively lenient standard avoiding summary see ante manufactures inconsistency basis doctrine govern class certification time basic recently clarified rule set forth mere pleading standard stores dukes slip review basic certification order shows district analysis based exclusively pleadings allegations plaintiffs complaint sufficient bring section rule claim within market theory app pet cert basic levinson emphasis added see also ibid citing complaint paragraphs establishing fraud market pleadings standard district found plaintiffs satisfied rule regard fraud market including materiality predicate see denial reconsideration ruled december transaction causation reliance established following proof material misrepresentation affected market price stocks resulting injury plaintiffs emphasis added thus even plaintiffs sufficiently pleaded materiality certification order appropriate made basic supra defendants retained opportunity remand rebut pleading order defeat certification certification class often usually prelude substantial settlement defendant costs risks litigating high injustice basic presume without clear evidence indeed face language contrary establishing regime market suits earned presumption reliance pass beyond crucial certification stage suits matter misrepresentation opinion need read way theory approved basic demonstration materiality substantive recovery certification today holding merely accept consider regrettable consequences opinion basic expands consequences arguably regrettable unquestionably disastrous thomas dissenting amgen et petitioners connecticut retirement plans trust funds writ certiorari appeals ninth circuit february justice thomas justice kennedy joins justice scalia joins except part dissenting today allows plaintiffs obtain certification class actions without proof common questions predominate individualized questions reliance contravention federal rule civil procedure eliminating materiality one predicates theory serves alternative mode reliance see basic levinson without demonstrating materiality certification plaintiffs establish basic presumption without proof fraud market plaintiffs show otherwise individualized questions reliance predominate required rule without satisfying rule class certification improper fraud market thus condition precedent class certification without individualized questions reliance defeat certification opinion depends following assumption plaintiffs either establish materiality merits stage case class certification proper reliance turned common question fail establish materiality case claim fail merits notwithstanding fact class certified first place reliance never common question failure establish materiality retrospectively confirms fraud market never established questions regarding element reliance common rule extension certification never proper plaintiffs excused rule burden show certification questions reliance common merely might lose later merits element materiality plaintiff invoking basic presumption satisfy rule required prove predicates theory certification order demonstrate questions reliance common class respectfully dissent begin securities exchange act ed supp implied private cause action text purposes securities exchange commission rule cfr matrixx initiatives siracusano slip see also superintendent ins bankers life casualty established private right action implied elements implied cause action securities fraud material misrepresentation omission defendant scienter connection misrepresentation omission purchase sale security reliance upon omission economic loss loss causation matrixx supra slip quoting stoneridge investment partners llc case concerns reliance element claim interaction rule prove reliance plaintiff whether proceeding individually class member must show stock transaction caused specific alleged misstatement roof reliance ensures proper defendant misrepresentation plaintiff injury erica john fund slip quoting basic supra satisfy element plaintiff traditionally required sho aware company statement engaged relevant transaction based specific misrepresentation erica john fund supra slip emphasis added fraud cases securities claims historically arose see dura pharmaceuticals broudo discussing roots actions requirement easily met showing seller made statements directly purchaser purchaser bought stock reliance statements however modern securities market many individuals purchase stock third parties impersonal exchange unaware statements made issuer securities result unable meet traditional reliance requirement establish engaged relevant transaction based specific misrepresentation erica john fund supra slip concern driving force behind development theory adopted basic individuals trading stock impersonal market often show reliance even purposes individual action basic permitted plaintiffs invoke rebuttable presumption reliance erica john fund supra slip basic presumes open developed securities market price company stock determined material information regarding company business quoting peil speiser emphasis added statements therefore defraud purchasers stock even purchasers directly rely misstatements result investor buys sells stock price set market reliance integrity price investor reliance public material misrepresentations may therefore presumed purposes rule action emphasis added plaintiff opts show reliance fraud market basic clear plaintiff must show following predicates order prevail efficient market public statement stock traded statement made truth revealed materiality statement respondent agree materiality necessary component fraud market see ante materiality indisputably essential predicate brief respondent statement materially false one class establish reliance via integrity market materiality specific statement therefore essential presumption turn enables plaintiff prove reliance basic presumption highly makes class actions possible converting inherently individual reliance inquiry question common class necessary satisfy dictates rule rule requires party seeking certification prove questions law fact common class members predominate questions affecting individual members plaintiff seeking class certification required prove elements claim stage must show elements claim susceptible classwide proof see stores dukes slip laintiffs seeking must prove shares traded market element theory emphasis added without proof justification certifying class classwide proceeding generate common answers apt drive resolution litigation slip quoting nagareda class certification age aggregate proof rev plaintiffs fail show reliance common question time certification certification improper reliance common question plaintiff required prove fact relied misstatement showing simply susceptible classwide proof individuals make stock transactions divergent even idiosyncratic reasons leading case recognized purchaser stock exchanges may either unaware specific false representation may directly rely may purchase favorable price trend price earnings ratio factor blackie barrack inquiry inherently individualized nature renders impossible generate common answers necessary certification rule see basic requiring proof individualized reliance member proposed plaintiff class effectively prevented respondents proceeding class action since individual issues overwhelmed common ones solution basic allow putative class members prove reliance presumption today recognizes failure establish fraud market leaves open prospect individualized proof reliance ante notably ninth circuit acknowledge order obtain benefit presumption plaintiffs must establish two predicates class certification market generally efficient alleged misstatement public see ante acknowledging market efficiency public nature alleged misrepresentations must proved class action certified see also erica john fund slip undisputed securities fraud plaintiffs must prove certification inter alia alleged misrepresentations publicly known stock traded efficient market correct insofar statements recognize fraud market condition precedent showing common questions reliance time class certification nevertheless asserts materiality admission essential predicate invoking fraud market need established certification ultimately proved merits stage ante assertion express admission parties know certification whether reliance individual common question support position transforms predicate certification inquiry novel inquiry occurring much later merits according either plaintiffs prove materiality merits thus demonstrating ex post common questions predominated certification fail prove materiality point learn ex post certification inappropriate reliance fact common question second scenario fraud market never established reliance class member inherently individualized rule fact barred certification long suggests problem created second scenario excusable plaintiffs lose anyway alternative merits grounds case see ante ailure proof issue materiality merits stage precludes plaintiff invoking presumption classwide reliance also establishes matter law plaintiff prevail merits rule claim nothing logic precedent justifies ignoring certification whether reliance susceptible rule classwide proof simply one predicate reliance materiality resolved much later litigation independent merits element amgen us put cart horse ante jumping chronologically merits element materiality rule well common sense requires class certification issues addressed first see rule early practicable time person sues sued must determine order whether certify action class action plaintiff prove materiality simply claim merits ante quoting class never arrived merits failed rule certification outset without materiality presumption questions reliance remain individualized rule certification impossible fact evidence materiality goes fraud market certification independent merits element issue expressly held certification may inquire questions also later relevance merits see slip reverses inquiry effectively saying certification may put later adverse merits determination retroactively wipe entire class however plaintiff prove materiality prove fraud market thus demonstrate question reliance susceptible classwide answer fact statement may prove material merits stage justify conflating doctrinally independent distinct elements materiality error occurs instead asking whether element reliance susceptible classwide proof focuses whether materiality susceptible classwide proof ante inquiry whether proof materiality needed ensure questions law fact common class result effectively equates materiality materiality elides reliance element plaintiff seeking certification rule bears burden proof regard elements claim includes materiality reliance explained party seeking class certification must affirmatively demonstrate compliance rule must prepared prove fact sufficiently numerous parties common questions law fact etc slip elements fraud market proved certification plaintiff failed carry burden establishing questions individualized reliance predominate without plaintiff class obtain certification cf slip holding rule context ithout glue holding alleged reasons decisions together impossible say examination class members claims relief produce common answer establishing elements presumption reliance proved classwide basis therefore plaintiff wishes use basic presumption prove reliance common question must establish entire presumption including materiality class certification stage relevant respondent argues requiring plaintiffs establish predicates fraud market certification make difficult obtain certification see brief respondent basic four justices created presumption combination newly minted economic theories white concurring part dissenting part considerations fairness public policy probability majority opinion allow claims otherwise barred due plaintiffs inability show reliance basic judicially invented doctrine based economic theory adopted ease burden plaintiffs bringing claims implied cause action nothing untoward requiring plaintiffs take steps basic created effort save otherwise inadequate claims ii majority approach thus doctrinally incorrect basic shortcomings highlighted role materiality played development theory condition precedent showing common questions reliance context materiality time certification driving force behind theory outset fact supports need prove materiality time theory invoked show questions reliance answered classwide basis basic two signposts marked way courts applying theory demonstrate materiality alleged falsehood mere afterthought rather one primary reasons allowing traditional proof reliance brushed aside certification fact weighs strongly favor conclusion materiality must resolved presumption invoked show reliance proved classwide basis first signpost ninth circuit opinion blackie termed one seminal fraud market case peil see also basic supra white dissenting earliest appeals case adopting theory cited blackie barrack cert denied blackie arose million loss reported audio equipment manufacturer ampex annual report ampex independent auditors refused certify annual report also withdrew certification financial statements doubts loss reported fact suffered year ibid resultant class actions defendants argued reliance stood way class certification rule common question ninth circuit disagreed instead relieved plaintiffs providing traditional proof reliance causation adequately established impersonal stock exchange context proof purchase materiality misrepresentations without direct proof reliance emphasis added left doubt materiality million shortfall ampex financial statements central determination reliance presumed asserted ateriality circumstantially establishes reliance market traders hence inflation stock price purchase made causational chain defendant conduct plaintiff loss sufficiently established make prima facie case ibid materiality merely important factor allowed reliance presumed certification materiality factor demonstrated defendants committed fraud market putative class plaintiffs relied purchasing stock therefore questions reliance susceptible common second signpost prior basic note harvard law review described nascent theory see note theory harv rev hereinafter harv rev note sixth circuit opinion reviewed basic termed note clearest statement theory presumption reliance levinson basic indeed briefing basic plaintiffs plaintiffs amicus cited article repeatedly authoritative statement subject see brief respondent cited peil supra brief securities exchange commission amicus curiae brief joseph harris et al amicus curiae basic levinson like blackie note also hinged presumption reliance proof materiality harv rev note developed markets apparently efficient reliance presumed materiality deception emphasis added ultimately language familiar anyone read basic note formulated pivotal assumption underlying theory belief market prices respond information disseminated disseminated concerning companies whose securities traded setting often described market reliance traders upon material deception influences market prices thereby affects even traders never read hear deception harv rev note omitted materiality alleged misstatement key component without market presumed move result without materiality impossible say fraud market case reason believe market price stock transactions occurred affected alleged misstatement extension market participants relied materiality thus proved presumption invoked respect questions reliance importance materiality diminish sixth circuit opinion reviewed basic rather followed path marked signposts discussed excused plaintiffs offering traditional evidence reliance long defendant shown made material public misrepresentation relied directly fraudulently induce individual value stock levinson emphasis added analysis made clear materiality demonstrated time presumption invoked order invoke presumption reliance based upon fraud market theory plaintiff must allege prove material ibid citing blackie finally briefing basic built upon framework foundational principle materiality integral part theory basic defendants argued plaintiffs establish fraud market certification even theory valid alleged misstatement immaterial contrast ed likely market impact disclosure million blackie loss disclosure information respondents contend ed rendered basic statements materially misleading see brief petitioners basic defendants concluded differences company million loss company sporadic contacts friendly suitor fraud market theory vitality applied case response plaintiffs basic argue defendants misunderstood role materiality theory instead advanced interpretation dicta eisen carlisle jacquelin petitioners final argument respondents unable establish basic repeated false misleading statements impacted price basic stock fourteen month period represents effort litigate merits case motion class certification held eisen carlisle jacquelin find nothing either language history rule gives authority conduct preliminary inquiry merits suit order determine whether may maintained class action brief respondents rejected reading eisen two terms ago explaining language basic plaintiffs quoted sometimes mistakenly cited prohibiting inquiry propriety certification rules stores slip reading explained purest dictum contradicted cases ibid basic defendants reply consistent putative class representatives respondents permitted invoke fraud market theory time arguing courts may make preliminary inquiry claimed impact market see resp seeking benefit presumption respondents necessarily invite judicial scrutiny circumstances invoked reply brief petitioners well said history basic worth volume argument offered majority cf new york trust eisner majority opinion holmes materiality central development analysis adoption theory basic basic materiality therefore must demonstrated prove fraud market materiality alleged misstatement shown reason believe market participants relied equally otherwise individualized questions reliance remain history confirms materiality must proved time theory invoked certification iii thus reverse judgment ninth circuit hold plaintiff invoking presumption bears burden establish elements fraud market certification including materiality alleged misstatement footnotes part iv justice blackmun opinion basic part endorsing theory joined justices brennan marshall stevens together justices composed majority quorum six justices participated case see shall consist chief justice eight associate justices six shall constitute although describing basic adoption presumption reliance questionable justice thomas dissent acknowledges asked revisit issue post see also post alito concurring amgen allegedly improper marketing practices sparked federal state investigations several whistleblower lawsuits see dye amgen pay million case washington post agree justice thomas ateriality central development analysis adoption theory basic basic post disagree however history theory development confirms materiality must proved time theory invoked certification ibid explained see infra page proof materiality required prior class certification proof necessary ensure satisfaction rule predominance requirement justice thomas also wrong arguing failure proof issue materiality demonstrate rule class action certified first place post quite contrary fact failure proof resolves class members claims leaving individual issues adjudicated confirms original certification decision proper amgen advances third argument founded modern economic research tending show market efficiency binary yes question brief petitioners quoting langevoort basic twenty rethinking fraud market rev instead research suggests differences efficiency exist within single market example market may readily process certain forms widely disseminated easily digestible information public merger announcements information difficult acquire understand obscure technical data buried filing securities exchange commission see macey miller good finance bad economics analysis theory stan rev stout mechanisms market inefficiency introduction new finance amgen however never clearly explains research market efficiency bolsters argument courts require precertification proof materiality event case poor vehicle exploring whatever implications research amgen cites may presumption recognized basic noted see supra amgen conceded answer market securities efficient thus promptly digest current information regarding amgen publicly available sources reflect information amgen stock price consolidated amended class action complaint answer see also app pet cert relying admission amgen answer unchallenged expert report submitted connecticut retirement district expressly found market amgen stock efficient amgen remains bound concession see american title ins lacelaw factual assertions pleadings pretrial orders unless amended considered judicial admissions conclusively binding party made cf christian legal soc chapter univ hastings college law martinez slip refused consider party argument contradicted joint entered outset th litigation quoting board regents univ system southworth thus find nothing cited research support requiring precertification proof materiality case earlier noted see supra amgen contest connecticut retirement satisfaction rule requirements accordingly timing relevant stock trades indeed element theory post opinion thomas unlike justice thomas however see understand amicus curiae take different view see brief precise identification times alleged misrepresentation made truth subsequently revealed important ensure named plaintiff traded stock time stock price allegedly distorted defendant scouring decision basic semblance support position justice scalia attaches portentous significance basic statement district order although made remand adjustment developing circumstances demand ed post quoting basic statement however merely reminds certifications frozen made rule empowers district courts alte amen orders based circumstances developing case unfolds fed rule civ proc see also rule justice scalia suggests approach basic might influenced obsolete view set forth mere pleading standard post quoting stores dukes slip opinion basic however provides indication perceived issue turn question whether plaintiff must merely plead rather affirmatively demonstrate satisfaction rule certification requirements dukes slip amgen attempts minimize import statement noting made prior amendment rule eliminated district courts authority conditionally certify class actions see advisory committee note subd fed rule civ proc nothing opinion basic however suggests statement relied way district courts authority contrary basic stated proof sort news truth entered market dissipated effects prior misstatements matter trial throughout district retains authority amend certification order may appropriate emphasis added rule continues provide order may altered amended final judgment footnotes contention cour ed decision basic find semblance support reading case ante take much scouring come across opening statement granted certiorari determine whether courts properly applied presumption reliance certifying class emphasis added footnotes section relevant part shall unlawful person directly indirectly use means instrumentality interstate commerce mails facility national securities exchange use employ connection purchase sale security registered national securities exchange deceptive device contrivance contravention rules regulations commission may prescribe rule shall unlawful person directly indirectly use means instrumentality interstate commerce mails facility national securities exchange employ device scheme artifice defraud make untrue statement material fact omit state material fact necessary order make statements made light circumstances made misleading engage act practice course business operates operate fraud deceit upon person connection purchase sale security courts also referred element reliance causation erica john fund slip quoting dura pharmaceuticals broudo turn citing basic levinson alternative phrasing recognizes reliance inquiry directed determining whether particular piece information caused individual enter given transaction basic decision questionable four justices joined portion opinion adopting theory justice white joined justice dissented section emphasizing onfusion contradiction rulings inevitable traditional legal analysis replaced economic theorization federal courts well equipped embrace novel constructions statute based contemporary microeconomic theory concurring part dissenting part justice white concerns remain valid today asked revisit basic presumption thus limit dissent demonstrating following basic dictates moreover acknowledges disagreement whether market efficiency binary yes question operates differently depending information issue see ante quoting brief petitioners turn quoting langevoort basic twenty rethinking fraud market rev basic adopt ed tsc industries standard materiality rule context standard indicates omitted fact material substantial likelihood reasonable shareholder consider important deciding vote quoting tsc industries northway alteration original fulfill materiality requirement must substantial likelihood disclosure omitted fact viewed reasonable investor significantly altered total mix information made available quoting tsc industries supra amicus curiae invokes rule suggest third element timing relevant stock trades limit definition class brief also necessary establish timing allegedly material public misstatement made allegedly efficient market well fraud ended due entry truth market theory evaluated rule thus lower opinion basic expressly identified time misrepresentations made time truth revealed part fraud market levinson basic basic cited formulation approvingly recently erica john fund halliburton cited language part undisputed elements plaintiff must prove invoke basic slip quoting basic supra unless timing misrepresentation truth established certification framework within determine whether fraud market renders reliance common question thus insofar majority recognizes timing factor theory ante agree incorrect suggest timing solely relates rules equally important establish timing range certification rule reliance purposes fact undercuts majority attempt isolate materiality factor fraud market need shown certification demonstrate reliance common question dispute respondent meets prerequisites fed rule civ proc majority ignores explanation fundamental flaw position asserting never explain plaintiff class failure prove essential element claim relief result individual questions predominating common ones ante plaintiff excused burden showing reliance common question fails demonstrate common questions predominate individualized questions inherent securities fraud claim plaintiff must carry burden certification certification proper majority respond inherent timing problem position explain ignoring questions reliance undeniably individualized cases certification justified fact questions resolved months years later merits way indicates reliance indeed individualized question along far obeying dictates rule claims ante majority unjustifiably puts critical part rule inquiry merits way majority purport follow rule ignoring fact analysis reliance may individualized question predominates common questions certification course assertion materiality resolved merits presumes certification bring terrorem settlement pressures bear foreclosing materiality inquiry dismisses concern ante attempting give analysis imprimatur congressional enactment instead recognizing judicially created doctrine grafted onto implied cause action fact congress enacted legislation curb excesses securities litigation leaving basic intact see ante says nothing proper interpretation basic issue retains discretion contours basic unless congress sees fit alter fact congress must also realized passed private securities litigation reform act stat legislation entire argument based assumption presumption need shown certification proved later merits insofar certification makes later determination unlikely occur least counsels certitude assures us gloss basic correct ampex sales million see reckert registers deficit first fiscal quarter times july discussing ampex revenue net loss annual report blackie use materiality satisfy reliance purposes rule predominance continued form foundation concept subsequent appellate cases see peil speiser hold plaintiffs purchase open developed market need prove direct reliance defendants misrepresentations satisfy burden proof element causation showing defendants made material misrepresentations omitted panzirer wolf blackie held materiality fraud creates presumption reliance presumed effect market holding extension blackie