Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund (2014)
- Docket
- 13-435
- Decided
- 2014-01-01
Summary
Question: For purposes of §11 of the Securities Act of 1933, may an entity’s opinion statements constitute an untrue statement of fact if the opinion statement is shown to be objectively false without proof that the entity knew the opinion statement was false? Conclusion: No. Justice Elena Kagan delivered the opinion for the unanimous Court. The Court held a statement of opinion, even if shown to be objectively false, cannot constitute an untrue statement of fact because of the different nature between opinions and facts. Facts are intended to express certainty; opinions are not. Therefore, an opinion can only constitute an untrue statement of fact if a plaintiff can show that the entity which put forth the opinion does not actually hold the stated opinion. Because the determination of whether a statement is misleading depends on a reasonable investor’s perspective, the Court remanded the case in order for the lower court to determine whether Omnicare omitted facts that a reasonable investor would find misleading. Justice Antonin Scalia wrote an opinion concurring in part and concurring in the judgment in which he emphasized that a statement of opinion, which does not convey additional facts, only implies two facts: (1) that the speaker genuinely believes the opinion; and (2) that the speaker believes his/her basis for the opinion is sufficient. Only if a plaintiff can show that one of these two implications is false may a statement of opinion, which does not convey additional facts, constitute an untrue statement of fact.