## Facts

- Lehman Brothers conducted multiple public offerings of debt securities from July 2007 to January 2008, raising more than \$30 billion.
- California Public Employees’ Retirement System (CalPERS) purchased significant amounts of the offered securities.
- After Lehman’s collapse, investors filed a putative class action asserting Securities Act of 1933 § 11 claims, alleging material misstatements and omissions in registration statements for certain offerings; underwriters (including ANZ Securities, Inc.) were named as defendants.
- CalPERS was an unnamed member of the putative class.
- More than three years after the relevant offerings, CalPERS filed a separate individual complaint asserting the same § 11 claims while the class action remained pending.
- A proposed class settlement later emerged; CalPERS opted out to pursue its individual action.

## Issues

1. Whether the timely filing of a putative § 11 class action tolls or otherwise satisfies the Securities Act § 13 three-year time bar for later-filed individual opt-out actions by class members.

## Decision

- The Supreme Court affirmed dismissal of CalPERS’s individual action as untimely.
- Section 13’s three-year limit is a statute of repose that is not subject to equitable tolling, including tolling associated with class actions under American Pipe.
- The earlier class complaint did not “satisfy” the three-year period for a separate, later-filed individual complaint; the repose period bars any action brought after three years from the security’s bona fide public offering.

## Legal Principles

- A statute of repose sets an outer limit measured from the defendant’s last culpable act (here, the bona fide offering), and it extinguishes the right to sue after the period expires.
- Section 13’s three-year clause (“In no event shall any such action be brought . . . more than three years after the security was bona fide offered to the public”) is an absolute bar absent express congressional authorization for extension.
- American Pipe class-action tolling is an equitable doctrine applicable to statutes of limitations, not to statutes of repose.
- The timely filing of a class action does not permit a different plaintiff to file a separate complaint enforcing the same liability after the repose period has run.

## Conclusion

The Court held that Securities Act § 13’s three-year deadline for § 11 claims is a non-tollable statute of repose, so a pending class action does not preserve opt-out plaintiffs’ ability to bring separate individual suits filed after the three-year period.


California Pub. Emps.’ Ret. Sys. v. ANZ Sec., Inc., 137 S. Ct. 2042 (2017)