Johnson & Johnson, et al. v. San Diego County Employees Retirement Association, et al.
1. This case warrants the Court's review because it presents an ideal vehicle for the Court to resolve two related splits of authority about the proper application of the Basic presumption in modern securities litigation—questions that have become both increasingly common and increasingly unsettled.
2. For more than three decades, Basic Inc. v. Levinson, 485 U.S. 224 (1988), has permitted securities-fraud plaintiffs to presume classwide reliance based on the theory that, in an efficient market, all public information—including any alleged misrepresentation—is incorporated into the stock price. In inflation-maintenance cases, plaintiffs invoke that presumption even where the alleged misstatements did not cause any price increase; instead, they argue that the misstatements merely maintained an inflated price that later fell when an alleged "corrective disclosure" revealed the supposed truth. As this Court recognized in Goldman Sachs Group Inc. v. Arkansas Teacher Retirement System, 594 U.S. 113 (2021), the logic of the inflation-maintenance theory depends entirely on whether the back-end disclosure in fact "actually corrected" the front-end misstatement. Without that "[]match," there is no reason to infer from a later stock drop that the earlier misstatements had price impact. Id. at 123.
3. Here, the Third Circuit affirmed class certification without requiring plaintiffs to show that any alleged corrective disclosure either actually corrected any of J&J's prior statements or disclosed new information to the market. The alleged "corrective disclosures"'—plaintiffs' lawyer advertising, media coverage of public trials and recycled allegations, and an outlier jury verdict—did not reveal any facts that were not already public. Nor did they falsify J&J's prior public statements regarding the safety of its talc products. A divided panel nonetheless sustained the district court's class-certification order on the theory that the alleged corrective disclosures matched the "subject" of J&J's alleged misstatements and contained information that—though not actually new—may have "communicate[d] a new signal to the market" because of its source. San Diego Cnty. Emps. Ret. Ass'n v. Johnson & Johnson, No. 24-1409, 2025 WL 2176586, at *3, *4 (CA3 July 30, 2025) (emphasis added). Judge Chung dissented, explaining that Goldman requires explicit findings that an alleged corrective disclosure both discloses new information and corrects a prior misstatement. Judge Bibas and Judge Krause joined Judge Chung in calling for en banc rehearing.
4. The Third Circuit's approach deepens a growing split with the Second Circuit, which—on remand from Goldman—held that "it was clear error for the district court to rely on [a] subject-matter match" to grant certification. See Ark. Tchr. Ret. Sys. v. Goldman Sachs Grp., Inc., 77 F.4th 74, 80, 104-05 (CA2 2023). As the Second Circuit recognized, Goldman requires a court to conduct a "searching review" of the "contents" of the alleged misstatement and the alleged corrective disclosure to ensure a match. Jd. It is not enough that a later event shares a general subject matter with an alleged misstatement; the disclosure must actually reveal the falsity of what was previously said. Otherwise, there is a "mismatch," and no basis to infer price impact. See id. at 100-01. By contrast, the Thir
Whether the Supreme Court should resolve a circuit split regarding the proper standard for determining whether an alleged corrective disclosure in securities fraud class actions sufficiently matches and reveals the falsity of prior misstatements to support class certification under the Basic presumption