Whether the materiality requirement for securities fraud liability is satisfied per se by an auditor's statement of compliance with professional standards, or whether materiality in this context requires a fact-specific analysis focused on the link between the allegedly false compliance statement and actual misstatements of financial information

Rule 10b-5 renders unlawful “any untrue statement of a material fact” made “in connection with the purchase or sale of any security.” 17 C.F.R. § 240.10b5(b). A statement is material only if it “would [be] viewed by the reasonable investor as having significantly alter ed the ‘total mix’ of information .” TSC Indus., Inc. v. Northway, Inc. , 426 U.S. 438, 449 (1976). The Court has long rejected “bright -line rule[s]” for the “inherently fact -specific” materiality inquiry . Basic, Inc. v. Levinson , 485 U.S. 224, 236 (1988). Petitioner BDO stated that it audited a company’s financial statements in accordance with PCAOB auditing standards . Respondents allege that this statement was false when made because BDO had not yet finished certain required procedures . But they also allege that , in keeping with the auditing standards’ remedial provisions, BDO promptly completed the procedures and concluded that its report was unaffected. The Second Circuit initially found materiality lacking , absent “any link between ” the alleged misstatement and errors in the underlying financials. App., infra , 75a. But, on rehearing , the court held that no such “link” was “required”; rather, misstatements of this sort are per se material. Id. at 36a. The question presented is: Whether the materiality requirement for securities fraud liability is satisfied per se by an auditor’s statement of compliance with professional standards (as the Second Circuit held below), or whether mate-riality in this context requires a fact -specific analysis focused on the link between the allegedly false compli-ance statement and actual misstatements of financial information (as the Sixth Circuit has held).