Matsushita Elec. Industrial Co. v. Epstein, 516 U.S. 367, 28 (1996)

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394

MATSUSHITA ELEC. INDUSTRIAL CO. v. EPSTEIN

Opinion of Ginsburg, J.

"same transaction," the test Matsushita urged. 50 F. 3d, at 661-665. The federal securities claims did not turn on the same operative facts as the state claims pleaded in Delaware, the Ninth Circuit found; accordingly, the federal claims could not have been extinguished by the issue-preclusive effect of an adjudication of the state claims. This analysis led the Ninth Circuit to declare that the Delaware decree "exceed[ed] the jurisdiction of the state court and, therefore, is not entitled to full faith and credit." Id., at 666.

On the merits, the Ninth Circuit held, first, that a private right of action could be maintained to redress Rule 14d-10 violations. Id., at 652. The court next held that Matsushita violated Rule 14d-10 by paying Wasserman consideration not offered to other shareholders, id., at 657; reversing the District Court's disposition of this matter, the Ninth Circuit held that plaintiffs were entitled to summary judgment on liability and remanded for a determination of damages, ibid. Regarding plaintiffs' claim that the $21 million payment to Sheinberg violated Rule 14d-10, the Ninth Circuit vacated the summary judgment for Matsushita and remanded for a determination whether the payment was in fact made to encourage Sheinberg to tender his shares. Id., at 659.

II

A

Section 1738's full faith and credit instruction, as the Court indicates, requires the forum asked to recognize a judgment first to determine the preclusive effect the judgment would have in the rendering court. See Kremer, 456 U. S., at 466; Marrese, 470 U. S., at 381. Because the Ninth Circuit did not evaluate the preclusive effect of the Delaware judgment through the lens of that State's preclusion law, I would remand for that determination. See id., at 386-387; Migra v. Warren City School Dist. Bd. of Ed., 465 U. S. 75, 87 (1984) ("Prudence . . . dictates that it is the District Court, in the

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