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Amgen Inc. v. Conn. Ret. Plans & Trust Funds

Supreme Court of the United States

November 5, 2012, Argued; February 27, 2013, Decided

No. 11-1085

Opinion

 [*458]  Justice Ginsburg 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  [****7] the “fraud-on-the-market” presumption endorsed by this Court in Basic Inc. v. Levinson, 485 U.S. 224, 108 S. Ct. 978, 99 L. Ed. 2d 194 (1988), and recognized most recently in Erica P. John Fund, Inc. v. Halliburton Co., 563 U.S. 804, 563 U.S. 804, 131 S. Ct. 2179, 180 L. Ed. 2d 24 (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.

 [*459]  Amgen has conceded the efficiency of the market for the securities at issue and has not contested the public character of the allegedly fraudulent statements on which Connecticut Retirement's complaint is based. Nor does Amgen here dispute [**1191]  that Connecticut Retirement meets all of the class-action prerequisites stated in Rule 23(a): (1) the alleged class “is so numerous that joinder of all members is impracticable”; (2) “there are questions of law or fact common to the class”; (3) Connecticut Retirement's claims are “typical of the claims . . . of the class”; and (4) Connecticut Retirement will “fairly and adequately protect the interests of the class.”

The issue presented concerns the requirement stated in Rule 23(b)(3)  [****8] that “the questions of law or fact common to class members predominate over any questions affecting only individual members.” Amgen contends that to meet the predominance requirement, Connecticut Retirement must do more than plausibly plead that Amgen's alleged misrepresentations and misleading omissions materially affected Amgen's 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 Amgen's stock price in an efficient market.

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568 U.S. 455 *; 133 S. Ct. 1184 **; 185 L. Ed. 2d 308 ***; 2013 U.S. LEXIS 1862 ****; 81 U.S.L.W. 4146; Fed. Sec. L. Rep. (CCH) P97,300; 84 Fed. R. Serv. 3d (Callaghan) 1151; 24 Fla. L. Weekly Fed. S 67

AMGEN INC., et al., Petitioners v. CONNECTICUT RETIREMENT PLANS AND TRUST FUNDS

Subsequent History: Motion granted by In re Amgen Secs. Litig., 2013 U.S. Dist. LEXIS 201428 (C.D. Cal., Dec. 2, 2013)

Motion granted by, in part, Motion denied by, in part, Dismissed by, in part In re Amgen Inc. Sec. Litig., 2014 U.S. Dist. LEXIS 183034 (C.D. Cal., Aug. 4, 2014)

Settled by, Costs and fees proceeding at, Motion granted by In re Amgen Sec. Litig., 2016 U.S. Dist. LEXIS 148577 (C.D. Cal., Oct. 25, 2016)

Prior History:  [****1] ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR THE NINTH CIRCUIT

Conn. Ret. Plans & Trust Funds v. Amgen Inc., 660 F.3d 1170, 2011 U.S. App. LEXIS 22540 (9th Cir. Cal., Nov. 8, 2011)

Disposition: Affirmed.

CORE TERMS

certification, misrepresentations, fraud-on-the-market, predominate, securities-fraud, stock, omissions, classwide, invoked, predicate, investors, class-certification, rebuttal, misstatement, misleading, susceptible, immaterial, publicly, rebut, class-action, causation, prevail, settlement, overwhelm, prerequisites, impersonal, endorsed

Securities Law, Elements of Proof, Reliance, Fraud on the Market, Civil Procedure, Class Actions, Prerequisites for Class Action, Predominance, Securities Exchange Act of 1934 Actions, Implied Private Rights of Action, Class Actions, Materiality, General Overview, Evidence, Inferences & Presumptions, Presumptions, Creation, Special Proceedings, Certification of Classes