(Slip Opinion)
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` OCTOBER TERM, 2015
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`Syllabus
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`1
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` NOTE: Where it is feasible, a syllabus (headnote) will be released, as is
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` being done in connection with this case, at the time the opinion is issued.
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` The syllabus constitutes no part of the opinion of the Court but has been
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` prepared by the Reporter of Decisions for the convenience of the reader.
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` See United States v. Detroit Timber & Lumber Co., 200 U. S. 321, 337.
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`SUPREME COURT OF THE UNITED STATES
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` Syllabus
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` MERRILL LYNCH, PIERCE, FENNER & SMITH INC.
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`ET AL. v. MANNING ET AL.
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`CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR
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`THE THIRD CIRCUIT
` No. 14–1132. Argued December 1, 2015—Decided May 16, 2016
`
`Respondent Greg Manning held over two million shares of stock in
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` Escala Group, Inc. He claims that he lost most of his investment
`when the share price plummeted after petitioners, Merrill Lynch and
`other financial institutions (collectively, Merrill Lynch), devalued
`Escala through “naked short sales” of its stock. Unlike a typical
`short sale, where a person borrows stock from a broker, sells it to a
`buyer on the open market, and later purchases the same number of
`shares to return to the broker, the seller in a “naked” short sale does
`not borrow the stock he puts on the market, and so never delivers the
`promised shares to the buyer. This practice, which can injure share-
`holders by driving down a stock’s price, is regulated by the Securities
`and Exchange Commission’s Regulation SHO, which prohibits short-
`
`sellers from intentionally failing to deliver securities, thereby curbing
`market manipulation.
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`Manning and other former Escala shareholders (collectively, Man-
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`ning) filed suit in New Jersey state court, alleging that Merrill
`Lynch’s actions violated New Jersey law. Though Manning chose not
`to bring any claims under federal securities laws or rules, his com-
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`plaint referred explicitly to Regulation SHO, cataloguing past accusa-
`tions against Merrill Lynch for flouting its requirements and suggest-
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`ing that the transactions at issue had again violated the regulation.
`Merrill Lynch removed the case to Federal District Court, asserting
`federal jurisdiction on two grounds. First, it invoked the general fed-
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`eral question statute, 28 U. S. C. §1331, which grants district courts
`jurisdiction of “all civil actions arising under” federal law. It also in-
`voked §27 the Securities Exchange Act of 1934 (Exchange Act), which
`grants federal district courts exclusive jurisdiction “of all suits in eq-
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`MERRILL LYNCH, PIERCE, FENNER & SMITH INC. v.
`MANNING
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`Syllabus
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`uity and actions at law brought to enforce any liability or duty creat-
`ed by [the Exchange Act] or the rules or regulations thereunder.” 15
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`U. S. C. §78aa(a). Manning moved to remand the case to state court,
`arguing that neither statute gave the federal court authority to adju-
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`dicate his state-law claims. The District Court denied his motion, but
`the Third Circuit reversed. The court first decided that §1331 did not
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`confer jurisdiction, because Manning’s claims all arose under state
`law and did not necessarily raise any federal issues. Nor was the
`District Court the appropriate forum under §27 of the Exchange Act,
`which, the court held, covers only those cases that would satisfy
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`§1331’s “arising under” test for general federal jurisdiction.
`Held: The jurisdictional test established by §27 is the same as §1331’s
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`test for deciding if a case “arises under” a federal law. Pp. 4–18.
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`(a) Section 27’s text more readily supports this meaning than it
`does the parties’ two alternatives. Merrill Lynch argues that §27’s
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`plain language requires an expansive rule: Any suit that either ex-
`plicitly or implicitly asserts a breach of an Exchange Act duty is
`“brought to enforce” that duty even if the plaintiff seeks relief solely
`under state law. Under the natural reading of that text, however,
`§27 confers federal jurisdiction when an action is commenced in order
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`to give effect to an Exchange Act requirement. The “brought to en-
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`force” language thus stops short of embracing any complaint that
`happens to mention a duty established by the Exchange Act. Mean-
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`while, Manning’s far more restrictive interpretation—that a suit is
`“brought to enforce” only if it is brought directly under that statute—
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`veers too far in the opposite direction. Instead, §27’s language is best
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`
`read to capture both suits brought under the Exchange Act and the
`rare suit in which a state-law claim rises and falls on the plaintiff’s
`ability to prove the violation of a federal duty. An existing jurisdic-
`tional test well captures both of these classes of suits “brought to en-
`force” such a duty: 28 U. S. C. §1331’s provision of federal jurisdiction
`of all civil actions “arising under” federal law. Federal jurisdiction
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`most often attaches when federal law creates the cause of action as-
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`serted, but it may also attach when the state-law claim “necessarily
`raise[s] a stated federal issue, actually disputed and substantial,
`which a federal forum may entertain without disturbing any congres-
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`sionally approved balance” of federal and state power. Grable & Sons
`
`
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`Metal Products, Inc. v. Darue Engineering & Mfg., 545 U. S. 308, 314.
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`Pp. 5–10.
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`(b) This Court’s precedents interpreting the term “brought to en-
`force” have likewise interpreted §27’s jurisdictional grant as coexten-
`sive with the Court’s construction of §1331’s “arising under” stand-
`ard. See Pan American, 366 U. S. 656; Matsushita Elec. Industrial
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`Co. v. Epstein, 516 U. S. 367. Pp. 10–14.
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`Cite as: 578 U. S. ____ (2016)
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`Syllabus
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`(c) Construing §27, consistent with both text and precedent, to cov-
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`er suits that arise under the Exchange Act serves the goals the Court
`has consistently underscored in interpreting jurisdictional statutes.
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`It gives due deference to the important role of state courts. And it
`promotes “administrative simplicity[, which] is a major virtue in a ju-
`risdictional statute.” Hertz Corp. v. Friend, 559 U. S. 77, 94. Both
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`judges and litigants are familiar with the “arising under” standard
`and how it works, and that test generally provides ready answers to
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`jurisdictional questions. Pp. 14–18.
`772 F. 3d 158, affirmed.
`KAGAN, J., delivered the opinion of the Court, in which ROBERTS, C. J.,
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`and KENNEDY, GINSBURG, BREYER, and ALITO, JJ., joined. THOMAS, J.,
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` filed an opinion concurring in the judgment, in which SOTOMAYOR, J.,
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`joined.
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` Cite as: 578 U. S. ____ (2016)
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`Opinion of the Court
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`1
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` NOTICE: This opinion is subject to formal revision before publication in the
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` preliminary print of the United States Reports. Readers are requested to
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` notify the Reporter of Decisions, Supreme Court of the United States, Wash­
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` ington, D. C. 20543, of any typographical or other formal errors, in order
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` that corrections may be made before the preliminary print goes to press.
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`SUPREME COURT OF THE UNITED STATES
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`_________________
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` No. 14–1132
`_________________
`MERRILL LYNCH, PIERCE, FENNER & SMITH INC.,
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` ET AL., PETITIONERS v. GREG MANNING, ET AL.
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`ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF
`
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`APPEALS FOR THE THIRD CIRCUIT
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`[May 16, 2016]
`
`JUSTICE KAGAN delivered the opinion of the Court.
`Section 27 of the Securities Exchange Act of 1934 (Ex­
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`change Act), 48 Stat. 992, as amended, 15 U. S. C. §78a,
`et seq., grants federal district courts exclusive jurisdiction
`“of all suits in equity and actions at law brought to enforce
`
`any liability or duty created by [the Exchange Act] or the
`rules or regulations thereunder.” §78aa(a). We hold today
`that the jurisdictional test established by that provision is
`the same as the one used to decide if a case “arises under”
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`a federal law. See 28 U. S. C. §1331.
`I
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`Respondent Greg Manning held more than two million
`shares of stock in Escala Group, Inc., a company traded on
`the NASDAQ. Between 2006 and 2007, Escala’s share
`price plummeted and Manning lost most of his invest­
`ment. Manning blames petitioners, Merrill Lynch and
`several other financial institutions (collectively, Merrill
`Lynch), for devaluing Escala during that period through
`“naked short sales” of its stock.
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`A typical short sale of a security is one made by a bor­
`rower, rather than an owner, of stock. In such a transac­
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` MERRILL LYNCH, PIERCE, FENNER & SMITH INC. v.
`MANNING
`Opinion of the Court
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`tion, a person borrows stock from a broker, sells it to a
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`buyer on the open market, and later purchases the same
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`number of shares to return to the broker. The short sell­
`er’s hope is that the stock price will decline between the
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`time he sells the borrowed shares and the time he buys
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`replacements to pay back his loan. If that happens, the
`seller gets to pocket the difference (minus associated
`transaction costs).
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`In a “naked” short sale, by contrast, the seller has not
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`borrowed (or otherwise obtained) the stock he puts on the
`market, and so never delivers the promised shares to the
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`buyer. See “Naked” Short Selling Antifraud Rule, Securi­
`ties Exchange Commission (SEC) Release No. 34–58774,
`73 Fed. Reg. 61667 (2008). That practice (beyond its effect
`on individual purchasers) can serve “as a tool to drive
`
`down a company’s stock price”—which, of course, injures
`shareholders like Manning. Id., at 61670. The SEC regu­
`lates such short sales at the federal level: The Commis­
`sion’s Regulation SHO, issued under the Exchange Act,
`prohibits short sellers from intentionally failing to deliver
`securities and thereby curbs market manipulation. See 17
`
`CFR §§242.203–242.204 (2015).
`
`In this lawsuit, Manning (joined by six other former
`Escala shareholders) alleges that Merrill Lynch facilitated
`and engaged in naked short sales of Escala stock, in viola­
`tion of New Jersey law. His complaint asserts that Merrill
`Lynch participated in “short sales at times when [it] nei­
`ther possessed, nor had any intention of obtaining[,] suffi­
`cient stock” to deliver to buyers. App. to Pet. for Cert. 57a,
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`Amended Complaint ¶39. That conduct, Manning charges,
`contravened provisions of the New Jersey Racketeer
`Influenced and Corrupt Organizations Act (RICO), New
`Jersey Criminal Code, and New Jersey Uniform Securities
`Law; it also, he adds, ran afoul of the New Jersey common
`
`law of negligence, unjust enrichment, and interference
`with contractual relations. See id., at 82a–101a, ¶¶88–
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` Cite as: 578 U. S. ____ (2016)
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`Opinion of the Court
`161. Manning chose not to bring any claims under federal
`securities laws or rules. His complaint, however, referred
`explicitly to Regulation SHO, both describing the purposes
`of that rule and cataloguing past accusations against
`Merrill Lynch for flouting its requirements. See id., at
`51a–54a, ¶¶28–30; 75a–82a, ¶¶81–87. And the complaint
`
`couched its description of the short selling at issue here in
`terms suggesting that Merrill Lynch had again violated
`that regulation, in addition to infringing New Jersey law.
`See id., at 57a–59a, ¶¶39–43.
`
`Manning brought his complaint in New Jersey state
`court, but Merrill Lynch removed the case to Federal
`District Court. See 28 U. S. C. §1441 (allowing removal of
`any civil action of which federal district courts have origi­
`nal jurisdiction). Merrill Lynch asserted federal jurisdic­
`tion on two grounds. First, it invoked the general federal
`question statute, §1331, which grants district courts juris­
`diction of “all civil actions arising under” federal law.
`Second, it maintained that the suit belonged in federal
`court by virtue of §27 of the Exchange Act. That provision,
`in relevant part, grants district courts exclusive jurisdic­
`tion of “all suits in equity and actions at law brought to
`enforce any liability or duty created by [the Exchange Act]
`or the rules and regulations thereunder.” 15 U. S. C.
`§78aa(a). Manning moved to remand the case to state
`court, arguing that neither statute gave the federal court
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`authority to adjudicate his collection of state-law claims.
`The District Court denied his motion. See No. 12–4466 (D
`NJ, Mar. 18, 2013), App. to Pet. for Cert. 24a–38a.
`
`
`The Court of Appeals for the Third Circuit reversed,
`ordering a remand of the case to state court. See 772 F. 3d
`158 (2014). The Third Circuit first decided that the fed-
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`eral question statute, 28 U. S. C. §1331, did not confer juris­
`diction of the suit, because all Manning’s claims were
`“brought under state law” and none “necessarily raised” a
`federal issue. 772 F. 3d, at 161, 163. Nor, the court held,
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`MERRILL LYNCH, PIERCE, FENNER & SMITH INC. v.
`MANNING
`Opinion of the Court
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`did §27 of the Exchange Act make the district court the
`appropriate forum. Relying on this Court’s construction of
`a nearly identical jurisdictional provision, the Court of
`Appeals found that §27 covers only those cases involving
`the Exchange Act that would satisfy the “arising under”
`test of the federal question statute. See id., at 166–167
`(citing Pan American Petroleum Corp. v. Superior Court of
`Del. for New Castle Cty., 366 U. S. 656 (1961)). Because
`the District Court lacked jurisdiction of Manning’s suit
`under §1331, so too it was not the exclusive forum under
`§27.
`Merrill Lynch sought this Court’s review solely as to
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`whether §27 commits Manning’s case to federal court. See
`Pet. for Cert. i. Because of a Circuit split about that pro­
`vision’s meaning,1 we granted certiorari. 576 U. S. ___
`(2015). We now affirm.
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`4
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`II
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`Like the Third Circuit, we read §27 as conferring exclu­
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`sive federal jurisdiction of the same suits as “aris[e] un­
`der” the Exchange Act pursuant to the general federal
`question statute. See 28 U. S. C. §1331. The text of §27
`more readily supports that meaning than it does either of
`the parties’ two alternatives. This Court’s precedents
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`interpreting identical statutory language positively compel
`that conclusion. And the construction fits with our prac­
`tice of reading jurisdictional laws, so long as consistent
`with their language, to respect the traditional role of state
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`courts in our federal system and to establish clear and
`administrable rules.
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`——————
` 1Compare 772 F. 3d 158 (CA3 2014) (case below) with Barbara v.
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`New York Stock Exchange, Inc., 99 F. 3d 49, 55 (CA2 1996) (construing
`§27 more narrowly), Sparta Surgical Corp. v. National Assn. of Securi-
`ties Dealers, Inc., 159 F. 3d 1209, 1211–1212 (CA9 1998) (construing
`§27 more broadly), and Hawkins v. National Assn. of Securities Dealers,
`Inc., 149 F. 3d 330, 331–332 (CA5 1998) (per curiam) (same).
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`Cite as: 578 U. S. ____ (2016)
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`Opinion of the Court
`A
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`Section 27, as noted earlier, provides federal district
`
`courts with exclusive jurisdiction “of all suits in equity and
`actions at law brought to enforce any liability or duty
`created by [the Exchange Act] or the rules and regulations
`thereunder.” 15 U. S. C. §78aa(a); see supra, at 3.2 Much
`the same wording appears in nine other federal jurisdic­
`tional provisions—mostly enacted, like §27, as part of New
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`Deal-era regulatory statutes.3
`Merrill Lynch argues that the “plain, unambiguous
`
`language” of §27 requires an expansive understanding of
`its scope. Brief for Petitioners 23. Whenever (says Merrill
`Lynch) a plaintiff ’s complaint either explicitly or implic-
`itly “assert[s]” that “the defendant breached an Exchange
`Act duty,” then the suit is “brought to enforce” that duty
`and a federal court has exclusive jurisdiction. Id., at 22;
`Reply Brief 10–11; see Tr. of Oral Arg. 7–8 (confirming
`that such allegations need not be express). That is so,
`Merrill Lynch contends, even if the plaintiff, as in this
`case, brings only state-law claims in his complaint—that
`is, seeks relief solely under state law. See Reply Brief 3–6.
`
`——————
`2Section 27 also grants federal courts exclusive jurisdiction of “viola­
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`tions of [the Exchange Act] or the rules and regulations thereunder.”
`15 U. S. C. §78aa(a). Manning argues that the “violations” language
`applies only to criminal proceedings and SEC enforcement actions. See
`Brief for Respondents 28. Merrill Lynch, although not conceding that
`much, believes the “violations” clause irrelevant here because, in
`private suits for damages, it goes no further than the “brought to
`enforce” language quoted in the text. See Reply Brief 1, n. 1. Given
`that both parties have thus taken the “violations” language off the
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`table, we do not address its meaning.
`3See Securities Act of 1933, 15 U. S. C. §77v(a); Federal Power Act of
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` 1935, 16 U. S. C. §825p; Connally Hot Oil Act of 1935, 15 U. S. C.
`§715i(c); Natural Gas Act of 1938, 15 U. S. C. §717u; Trust Indenture
`
` Act of 1939, 15 U. S. C. §77vvv(b); Investment Company Act of 1940, 15
`U. S. C. §80a–43; Investment Advisers Act of 1940, 15 U. S. C. §80b–
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` 14(a); International Wheat Agreement Act of 1949, 7 U. S. C. §1642(e);
`Interstate Land Sales Full Disclosure Act of 1968, 15 U. S. C. §1719.
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` MERRILL LYNCH, PIERCE, FENNER & SMITH INC. v.
`MANNING
`Opinion of the Court
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`And it is so, Merrill Lynch continues, even if the plaintiff
`can prevail on those claims without proving that the al­
`
`leged breach of an Exchange Act duty—here, the violation
`of Regulation SHO—actually occurred. See id., at 7–13;
`Tr. of Oral Arg. 3 (“[T]he words ‘brought to enforce’ [do
`not focus] on what the court would necessarily have to
`decide”).
`
`
`But a natural reading of §27’s text does not extend so
`far. “Brought” in this context means “commenced,” Black’s
`
`Law Dictionary 254 (3d ed. 1933); “to” is a word “express­
`ing purpose [or] consequence,” The Concise Oxford Dic­
`tionary 1288 (1931); and “enforce” means “give force [or]
`effect to,” 1 Webster’s New International Dictionary of the
`English Language 725 (1927). So §27 confers federal
`jurisdiction when an action is commenced in order to give
`effect to an Exchange Act requirement. That language, in
`emphasizing what the suit is designed to accomplish, stops
`short of embracing any complaint that happens to mention
`a duty established by the Exchange Act. Consider, for
`example, a simple state-law action for breach of contract,
`in which the plaintiff alleges, for atmospheric reasons,
`that the defendant’s conduct also violated the Exchange
`Act—or still less, that the defendant is a bad actor who
`infringed that statute on another occasion. On Merrill
`Lynch’s view, §27 would cover that suit; indeed, Merrill
`Lynch points to just such incidental assertions as the basis
`for federal jurisdiction here. See Brief for Petitioners 20–
`21; supra, at 3. But that hypothetical suit is “brought to
`enforce” state contract law, not the Exchange Act—
`because the plaintiff can get all the relief he seeks just by
`showing the breach of an agreement, without proving any
`violation of federal securities law. The suit, that is, can
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`achieve all it is supposed to even if issues involving the
`Exchange Act never come up.
`
`Critiquing Merrill Lynch’s position on similar grounds,
`Manning proposes a far more restrictive interpretation of
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` Cite as: 578 U. S. ____ (2016)
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`Opinion of the Court
`§27’s language—one going beyond what he needs to pre­
`vail. See Brief for Respondents 27–33. According to Man­
`ning, a suit is “brought to enforce” the Exchange Act’s
`duties or liabilities only if it is brought directly under that
`statute—that is, only if the claims it asserts (and not just
`the duties it means to vindicate) are created by the Ex­
`change Act. On that view, everything depends (as Justice
`Holmes famously said in another jurisdictional context) on
`which law “creates the cause of action.” American Well
`Works Co. v. Layne & Bowler Co., 241 U. S. 257, 260
`
`(1916). If a complaint asserts a right of action deriving
`from the Exchange Act (or an associated regulation), the
`
`suit must proceed in federal court. But if, as here, the
`complaint brings only state-created claims, then the case
`belongs in a state forum. And that is so, Manning claims,
`even if—contrary to what the Third Circuit held below—
`the success of the state claim necessarily hinges on prov­
`ing that the defendant breached an Exchange Act duty.
`See Brief for Respondents 31.
`
`Manning’s view of the text’s requirements, although
`better than Merrill Lynch’s, veers too far in the opposite
`direction. There is no doubt, as Manning says, that a suit
`asserting an Exchange Act cause of action fits within §27’s
`scope: Bringing such a suit is the prototypical way of
`
`enforcing an Exchange Act duty. But it is not the only
`way. On rare occasions, as just suggested, a suit raising a
`state-law claim rises or falls on the plaintiff ’s ability to
`prove the violation of a federal duty. See, e.g., Grable &
`Sons Metal Products, Inc. v. Darue Engineering & Mfg.,
`
`545 U. S. 308, 314–315 (2005); Smith v. Kansas City Title
`
`
`
`
`& Trust Co., 255 U. S. 180, 201 (1921). If in that manner,
`a state-law action necessarily depends on a showing that
`the defendant breached the Exchange Act, then that suit
`could also fall within §27’s compass. Suppose, for exam­
`ple, that a state statute simply makes illegal “any viola­
`tion of the Exchange Act involving naked short selling.” A
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` MERRILL LYNCH, PIERCE, FENNER & SMITH INC. v.
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`MANNING
`Opinion of the Court
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`plaintiff seeking relief under that state law must under­
`take to prove, as the cornerstone of his suit, that the de­
`fendant infringed a requirement of the federal statute.
`(Indeed, in this hypothetical, that is the plaintiff ’s only
`project.) Accordingly, his suit, even though asserting a
`state-created claim, is also “brought to enforce” a duty
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`created by the Exchange Act.
`
`An existing jurisdictional test well captures both classes
`of suits “brought to enforce” such a duty. As noted earlier,
`28 U. S. C. §1331 provides federal jurisdiction of all civil
`actions “arising under” federal law. See supra, at 3. This
`Court has found that statutory term satisfied in either of
`two circumstances. Most directly, and most often, federal
`jurisdiction attaches when federal law creates the cause of
`action asserted. That set of cases is what Manning high­
`lights in offering his view of §27. But even when “a claim
`finds its origins” in state law, there is “a special and small
`category of cases in which arising under jurisdiction still
`lies.” Gunn v. Minton, 568 U. S. ___, ___ (2013) (slip op.,
`at 6) (internal quotation marks omitted). As this Court
`has explained, a federal court has jurisdiction of a state-
`law claim if it “necessarily raise[s] a stated federal issue,
`actually disputed and substantial, which a federal forum
`
`may entertain without disturbing any congressionally
`approved balance” of federal and state power. Grable, 545
`U. S., at 314; see Gunn, 568 U. S., at ___ (slip op., at 6)
`(framing the same standard as a four-part test). That
`description typically fits cases, like those described just
`above, in which a state-law cause of action is “brought to
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`enforce” a duty created by the Exchange Act because the
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`claim’s very success depends on giving effect to a federal
`requirement. Accordingly, we agree with the court below
`that §27’s jurisdictional test matches the one we have
`formulated for §1331, as applied to cases involving the
`Exchange Act. If (but only if) such a case meets the “aris­
`ing under” standard, §27 commands that it go to federal
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`Cite as: 578 U. S. ____ (2016)
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`Opinion of the Court
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`9
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` court.4
`Merrill Lynch objects that our rule construes “completely
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`different language”—i.e., the phrases “arising under”
`and “brought to enforce” in §1331 and §27, respectively—
`“to mean exactly the same thing.” Reply Brief 7. We
`cannot deny that point. But we think it far less odd than
`Merrill Lynch does. After all, the test for §1331 jurisdic­
`tion is not grounded in that provision’s particular phras­
`ing. This Court has long read the words “arising under” in
`Article III to extend quite broadly, “to all cases in which a
`federal question is ‘an ingredient’ of the action.” Merrell
`Dow Pharmaceuticals Inc. v. Thompson, 478 U. S. 804, 807
`——————
`
`
` 4The concurrence adopts a slightly different approach, placing in
` federal court Exchange Act claims plus all state-law claims necessarily
`
`
`
` raising an Exchange Act issue. See post, at 2–3 (THOMAS, J., concurring
`
`in judgment). In other words, the concurrence would not ask, as the
`“arising under” test does, whether the federal issue embedded in such a
`state-law claim is also substantial, actually disputed, and capable of
`
`resolution in federal court without disrupting the congressionally
`
`approved federal-state balance. See post, at 6–7; Grable & Sons Metal
`Products, Inc. v. Darue Engineering & Mfg., 545 U. S. 308, 314 (2005).
`
`
`But this Court has not construed any jurisdictional statute, whether
`using the words “brought to enforce” or “arising under” (or for that
`
`
`matter, any other), to draw the concurrence’s line. For as long as we
`
`have contemplated exercising federal jurisdiction over state-law claims
`
`necessarily raising federal issues, we have inquired as well into whether
`
`those issues are “really and substantially” disputed. See, e.g., Hop-
`kins v. Walker, 244 U. S. 486, 489 (1917); Shulthis v. McDougal,
`
`
`225 U. S. 561, 569 (1912). And similarly, we have long emphasized the
`
`need in such circumstances to make “sensitive judgments about con­
`gressional intent, judicial power, and the federal system.” Merrell Dow
`Pharmaceuticals Inc. v. Thompson, 478 U. S. 804, 810 (1986). At this
`
`
`late juncture, we see no virtue in trying to pull apart these intercon­
`nected strands of necessity and substantiality-plus. Indeed, doing so
`here—and thus creating a gap between our “brought to enforce” and
`“arising under” standards—would conflict with this Court’s precedent
`and undermine important goals of interpreting jurisdictional statutes.
`See infra, at 10–14 (discussing our prior decisions equating the two
`
`tests), 14–17 (highlighting the need to respect state courts and the
`
`benefits of using a single, time-tested standard).
`
`
`
`
`
`
`
`
`
`

`
`
` 10 MERRILL LYNCH, PIERCE, FENNER & SMITH INC. v.
`
`MANNING
`Opinion of the Court
`(1986) (quoting Osborn v. Bank of United States, 9 Wheat.
`738, 823 (1824)). In the statutory context, however, we
`opted to give those same words a narrower scope “in the
`light of [§1331’s] history[,] the demands of reason and
`
`coherence, and the dictates of sound judicial policy.”
`Romero v. International Terminal Operating Co., 358 U. S.
`354, 379 (1959). Because the resulting test does not turn
`on §1331’s text, there is nothing remarkable in its fitting
`as, or even more, neatly a differently worded statutory
`provision.
`
`
`Nor can Merrill Lynch claim that Congress’s use of the
`new “brought to enforce” language in §27 shows an intent
`to depart from a settled (even if linguistically ungrounded)
`test for statutory “arising under” jurisdiction. That is
`because no such well-defined test then existed. As we
`recently noted, our caselaw construing §1331 was for
`many decades—including when
`the Exchange Act
`passed—highly “unruly.” Gunn, 568 U. S., at __ (slip op.,
`at 6) (referring to the “canvas” of our old opinions as
`
`“look[ing] like one that Jackson Pollock got to first”).
`Against that muddled backdrop, it is impossible to infer
`
`that Congress, in enacting §27, wished to depart from
`
`what we now understand as the “arising under” standard.
`B
`
`This Court has reached the same conclusion before. In
`two unrelated decisions, we addressed the “brought to
`enforce” language at issue here. See Pan American, 366
`U. S. 656; Matsushita Elec. Industrial Co. v. Epstein, 516
`U. S. 367 (1996). Each time, we viewed that phrase as
`
`coextensive with our construction of “arising under.”
`
`Pan American involved §22 of the Natural Gas Act
`(NGA), 15 U. S. C. §717u—an exclusive jurisdiction provi­
`sion containing language materially indistinguishable
`
`
`
`
`
`
`
`
`
`

`
`
`
`
`11
`
`
`Cite as: 578 U. S. ____ (2016)
`
`Opinion of the Court
` from §27’s.5 The case began in state court when a natural
`
`gas purchaser sued a producer for breach of a contract
`setting sale prices. Prior to the alleged breach, the pro­
`ducer had filed those contractual rates with the Federal
`Power Commission, as the NGA required. Relying on that
`submission (which the complaint did not mention), the
`producer claimed that the buyer’s suit was “brought to
`enforce” a liability deriving from the NGA—i.e., a filed
`rate—and so must proceed in federal court. See 366 U. S.,
`at 662. This Court rejected the argument.
`Our decision explained that §22’s use of the term
`
`“brought to enforce,” rather than “arising under,” made no
`difference to the jurisdictional analysis. The inquiry, we
`wrote, was “not affected by want” of the language con­
`tained in the federal question statute. Id., at 665, n. 2.
`The “limitation[s]” associated with “arising under” juris­
`diction, we continued, were “clearly implied” in §22’s
`alternative phrasing. Ibid. In short, the linguistic distinc­
`tion between the two jurisdictional provisions did not
`extend to their meaning.
`
`Pan American thus went on to analyze the jurisdictional
`issue in the manner set out in our “arising under” prece­
`dents. Federal question jurisdiction lies, the Court wrote,
`only if “it appears from the face of the complaint that
`determination of the suit depends upon a question of
`federal law.” Id., at 663. That inquiry focuses on “the
`particular claims a suitor makes” in his complaint—
`meaning, whether the plaintiff seeks relief under state or
`federal law. Id., at 662. In addition, the Court suggested,
`a federal court could adjudicate a suit stating only a state-
`law claim if it included as “an element, and an essential
`
`
`
`
`
`
`
`
`
`
`
`——————
`5Section 22 grants federal courts exclusive jurisdiction “of all suits in
`equity and actions at law brought to enforce any liability or duty
`
` created by . . . [the NGA] or any rule, regulation, or order thereunder.”
`52 Stat. 833.
`
`
`
`
`
`

`
`
`
`
`
`
`
`
` 12 MERRILL LYNCH, PIERCE, FENNER & SMITH INC. v.
`
`MANNING
`Opinion of the Court
`
`one,” the violation of a federal right. Id., at 663 (quoting
`
`Gully v. First Nat. Bank in Meridian, 299 U. S. 109, 112
`(1936)). With those principles of “arising under” jurisdic­
`tion laid out, the Court held that §22 did not enable a
`federal court to resolve the buyer’s case, because he could
`prevail merely by proving breach of the contract. See 366
`U. S., at 663–665. Pan American establishes, then, that
`an action “brought to enforce” a duty or liability created by
`a federal statute is nothing more (and nothing less) than
`
`an action “arising under” that law.
`
`Merrill Lynch reads Pan American more narrowly, as
`holding only that §22 does not confer federal jurisdiction
`when a complaint (unlike Manning’s) fails to reference
`federal law at all. See Brief for Petitioners 32–33, 38. But
`
`that argument ignores Pan American’s express statement
`of equivalence between §27’s language and the federal
`question statute’s: “Brought to enforce” has the same
`“limitation[s]” (meaning, the same scope) as “arising un­
`der.” 366 U. S., at 665, n. 2. And just as important, Mer­
`rill Lynch disregards Pan American’s analytical structure:
`The decision proceeds by reviewing this Court’s “arising
`under” precedents, articulating the principles animating
`that caselaw, and then applying those tenets to the dis­
`pute at hand. Id., at 662–665. The Court thus showed (as
`well as told) that “brought to enforce” jurisdiction mirrors
`that of “arising under.”
`
`As a fallback, Merrill Lynch claims that Pan American
`
`is irrelevant here because it relied on legislative history
`distinct to the NGA in finding §22’s “brought to enforce”
`
`
`language coterminous with “arising under.” See Brief for
`Petitioners 38–39. The premise of that argument is true
`enough: In support of its holding, the Court quoted a
`Committee Report describing §22 as conferring federal
`jurisdiction “over cases arising under the act.” 366 U. S.,
`at 665, n. 2. But we cannot accept the conclusion Merrill
`Lynch draws from