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In due time, the misstatement was found to be an even more staggering $11 billion.
Mr. Bolding's misstatement was fundamental and egregious, the experts' report said.
If the misstatement was material, it could be a disclosure violation, just as in the first example.
Allowing plaintiffs to obtain class certification without showing that the asserted misstatement was material, he said, is "unquestionably disastrous".
Again, the materiality of the alleged misstatement was a key component, without which the market could not be presumed to move.
The misstatement was found during an internal investigation that began in June and stemmed primarily from newsstand sales, the company said.
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Materiality, therefore, must be demonstrated to prove fraud on the market, and until materiality of an alleged misstatement is shown there is no reason to believe that all market participants have relied equally on it.
This is also the case if the basis for claiming that the Exxon statement to be a misstatement is that it is misleading, rather than that it is explicitly false.
Then, if the basis for claiming that an Exxon statement to be a misstatement is that it is an untrue statement of fact, there may not be a substantial likelihood that if Exxon had instead disclosed the true situation, a reasonable investor would have regarded the total mix of information available as significantly altered, in which case the misstatement would not be considered material.
Reynolds rejects Merck's argument that circumstances surrounding the misstatement are themselves sufficient to give rise to an inference of scienter, which would, as Merck argues, trigger the limitations period.
Thus, there are two key questions: (1) does the complaint successfully allege that Exxon made one or more untrue or misleading statements, and (2) if it does, for each such misstatement, is the fact that is falsely stated or omitted material?
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Justyna Jupowicz-Kozak
CEO of Professional Science Editing for Scientists @ prosciediting.com