We'll hear argument next in case 23107, Cunningham v. Cornell University. Mr. Wang?

Mr. Chief Justice, and may it please the Court, when Congress enacted ERISA, it identified a number of prohibited transactions and codified that understanding in 29 U.S.C. Section 1106.

In Congress's view, these transactions pose a special risk of being

potentially harmful to the plan, generally because they involved a party in interest, which includes

a fiduciary's relative or an officer or an owner of the plan, or a person providing services

to the plan. Petitioners here have identified a transaction that falls within the text of Section 1106,

and the Second Circuit's decision to dismiss that claim prior to discovery was incorrect for three

reasons.

First, text and structure.

Congress frequently writes laws where it puts liability in one part of the statute

and exceptions to liability in another. And when it does so, this Court has time and again held

that plaintiffs plead improve liability, and defendants plead improve exceptions to liability.

Second, precedent. And Keystone consolidated and Harris' trust, this Court made clear

that the prohibited transaction provisions provide for categorical rules. What the Second

Circuit's approach does is it converts those categorical rules into qualified ones, and that brings

me to the final reason for reversal, which is that they're not just qualified

prohibitions, but they're qualified based on exemptions that involve information that plaintiffs

cannot know and do not know prior to discovery. Information like who the counterparties are in a cross-trade

or how large a block trade is or what asset classes are in a block trade,

which is exactly why when Congress wrote these provisions, it intended for petitioners to

plead and prove under Section 1106 and for defendants to plead improve under Section 1108.

For these reasons, Your Honor, we ask this Court to reverse the judgment of the Second

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