By Jonathan Stempel and Lawrence Hurley and David Ingram
WASHINGTON/NEW YORK, Feb 27 (Reuters) - The U.S. Supreme
Court made it easier on Wednesday for shareholders to bring
class-action lawsuits, breaking a recent line of decisions that
had made it harder to sue corporate defendants collectively and
perhaps obtain greater recoveries.
By a 6-3 vote, the court allowed shareholders of Amgen Inc
to sue the biotechnology company as a group without
first having to show that misinformation had materially and
fraudulently inflated its stock price.
Shareholders, led by the Connecticut Retirement Plans and
Trust Funds, had accused the Thousand Oaks, California-based
Amgen of misleading them between April 2004 and May 2007 by
exaggerating the safety of its anti-anemia drugs, Aranesp and
Epogen.
Writing for the majority, Justice Ruth Bader Ginsburg said
early stages of class-action litigation are meant simply to
ensure that cases are litigated fairly and efficiently.
Amgen "would have us put the cart before the horse," she
wrote. "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."
David Frederick, a lawyer for Amgen shareholders, said:
"We're very pleased by the court's decision. It's a good day for
investors."
Amgen spokeswoman Ashleigh Koss said the company expects the
case to return to U.S. District Judge Philip Gutierrez in Los
Angeles for further proceedings, and "will vigorously defend
itself" when it does.
BIG WIN
Wednesday's decision upheld a November 2011 ruling by the
9th U.S. Circuit Court of Appeals in Pasadena, California, that
allowed the class action to proceed. Lower courts had been
divided on the central issue.
"This is a big win for shareholder plaintiffs," said Jill
Fisch, a securities law professor at the University of
Pennsylvania. "It doesn't just say you don't have to prove
materiality, but the majority slaps down the policy argument
that there is too much securities fraud litigation. It says
Congress already took care of that."
Some business groups supported Amgen's appeal.
The U.S. Chamber of Commerce said the 9th Circuit decision
encouraged premature class certifications that could pressure
corporate defendants to settle even "frivolous" cases.
Several former U.S. Securities and Exchange Commission
commissioners agreed, saying that securities fraud cases almost
always are settled after classes are certified, and that an
Amgen loss would "compel settlement of even questionable
claims."
Shareholders had sought class certification against the
"fraud on the market" theory endorsed by the Supreme Court in a
1988 case, Basic Inc v. Levinson.
This assumes that the price of a stock in an efficient
market reflects all public information, and that a purchaser is
presumed to have relied on the verity of that information.
Fisch said securities fraud cases could be costly to
litigate virtually at the outset because of the need to show a
strong inference of fraudulent intent and losses.
"This opinion doesn't change that, but also doesn't require
an extra complication - effectively a mini-trial - on
materiality," she said.
The decision included an unusual voting lineup.
Chief Justice John Roberts and Justice Samuel Alito, along
with the more liberal justices Stephen Breyer, Sonia Sotomayor
and Elena Kagan, signed on to Ginsburg's opinion.
Justices Antonin Scalia, Anthony Kennedy and Clarence Thomas
dissented. Scalia accused the majority of making it too easy to
pursue class actions, expanding the consequences of Basic "from
the arguably regrettable to the unquestionably disastrous."
Shares of Amgen rose $1.39, or 1.6 percent, to $90.86 in
afternoon trading on the Nasdaq.
"PERFECT TOOL"
Wednesday's decision also breaks a recent trend by the court
to narrow class-action litigation.
The April 2011 decision in AT&T Mobility v. Concepcion
upheld contracts that required customers to arbitrate disputes
individually, and waived their right to pursue class actions.
Two months later, the court decertified a class action of as
many as 1.5 million Wal-Mart Stores Inc female workers
who accused the world's largest retailer of bias in pay and
promotions, saying they raised too many different claims.
But Wednesday's decision "suggests that the court is not
going to simply be a lackey of well-capitalized defendants, and
make it more difficult than as explicitly required by law for
shareholders to recover for economic loss," said Heidi Li
Feldman, a professor at Georgetown Law School.
"The class action," she said, "is a perfect tool to prevent
someone whose securities trade in a large, impersonal market
from committing fraud on everyone else."
On March 25, the Supreme Court will take up class actions
again when it hears arguments on whether doctors may arbitrate a
dispute over payments with Oxford Health Plans LLC collectively,
though the governing agreement did not mention class actions.
Meanwhile, on the same day the Amgen case was argued, the
court heard arguments involving cable TV company Comcast Corp
over what evidence must be presented before companies
can be sued in class actions. A decision has not been issued.
The case is Amgen Inc et al v. Connecticut Retirement Plans
and Trust Funds, U.S. Supreme Court, No. 11-1085.
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