Corporate Governance

Matrixx v. Siracusano: The Opinion is In

By J Robert Brown Jr.

The Supreme Court ruled in Matrixx v. Siracusano, the case that had the potential to revisit the materiality standard set out in Basic v. Levinson.  The case specifically examined whether adverse event reports filed by those taking a drug would be material only if "statistically significant."  The unanimous opinion (written by Justice Sotomayor) declined to adopt the bright line test and reaffirmed the fact specific inquiry set out in Basic.  The Court noted that while something more is needed to establish materiality than the reports themselves, "that something more is not limited to statistical significance and can come from 'the source, content and context of the reports'".  The Court affirmed the Ninth Circuit's finding of both materiality and scienter.   

The significance of the case is for what it did not do.  The Court largely left undisturbed an approach to determining materiality that has been in place for more than three decades.  Law and business faculty filed an amicus brief in the case. 

Full post as published by The Race to the Bottom on March 22, 2011 (boomark / email).