Full opinion text
Opinion by Judge HAWKINS; Concurrence by Judge GRABER; Dissent by Judge IKUTA; Dissent by Chief Judge KOZINSKI. MICHAEL DALY HAWKINS, Circuit Judge: Plaintiffs allege that Wal-Mart, Inc., discriminates against women in violation of Title VII of the Civil Rights Act of 1964. After detailed briefing and hearing, the district court certified a class encompassing all women employed by Wal-Mart at any time after December 26, 1998, and encompassing all Plaintiffs’ claims for injunctive relief, declaratory relief, and back pay, while creating a separate opt-out class encompassing the same employees for punitive damages. We affirm the district court’s certification of a Federal Rule of Civil Procedure 23(b)(2) class of current employees with respect to their claims for injunctive relief, declaratory relief, and back pay. With respect to the claims for punitive damages, we remand so that the district court may consider whether to certify the cláss under Rule 23(b)(2) or (b)(3). We also remand with respect to the claims of putative class members, who no longer worked for Wal-Mart when the complaint was filed so that the district court may consider whether to certify an additional class or classes under Rule 23(b)(3). BACKGROUND Plaintiffs’ Third Amended Complaint, brought on behalf of certain named plaintiffs and those similarly situated, asserts claims against Wal-Mart for sex discrimination under Title VII of the 1964 Civil Rights Act. Plaintiffs allege that women employed in Wal-Mart stores: (1) are paid less than men in comparable positions, despite having higher performance ratings and greater seniority; and (2) receive fewer — and wait longer for- — promotions to in-store management positions than men. Plaintiffs contend that Wal-Mart’s strong, centralized structure fosters or facilitates gender stereotyping and discrimination, that the policies and practices underlying this discriminatory treatment are consistent throughout Wal-Mart stores, and that this discrimination is common to all women who work or have worked in Wal-Mart stores. Plaintiffs sought to certify a nationwide class of women who have been subjected to these allegedly discriminatory pay and promotion policies. The proposed class consists of women employed in a range of Wal-Mart positions, from part-time entry-level hourly employees to salaried managers. The class seeks injunctive and declaratory relief, back pay, and punitive damages, but not traditional “compensatory” damages. Plaintiffs proposed that the district court certify the following class pursuant to Rule 23: All women employed at any Wal-Mart domestic retail store at any time since December 26, 1998 who have been or may be subjected to Wal-Mart’s challenged pay and management track promotions policies and practices. Dukes v. Wal-Mart Stores, Inc., 222 F.R.D. 137, 141-42(N.D.Cal.2004). After the parties had conducted extensive discovery and filed copious briefs, the district court heard oral argument. At the hearing, Wal-Mart emphasized the “historic” nature of Plaintiffs’ motion, including the size of the putative class, involving women employees at Wal-Mart’s 3,400 stores in 41 regions. The court acknowledged Wal-Mart’s concerns but noted that, while the class size was large, the issues were not unusual. District Court Proceedings The district court issued an eighty-four-page order granting in part and denying in part Plaintiffs’ motion for class certification. See id. at 187-88. With respect to Plaintiffs’ claims for equal pay, the district court granted Plaintiffs’ certification motion as to issues of alleged discrimination and all forms of requested relief. With respect to Plaintiffs’ promotion claim, the court’s holding was mixed. The court certified the proposed class with respect to issues of alleged discrimination (including liability for punitive damages, as well as injunctive and declaratory relief); however, the court rejected the pro posed class with respect to the request for back pay, determining that data relating to the challenged promotions were not available for all class members. The court also exercised its discretion to provide for notice and an opportunity for employees to opt-out of the punitive damages portion of the class. The Appeal Pursuant to Rule 23(f), Wal-Mart appealed, contending that the district court erred by: (1) concluding that the class met Rule 23(a)’s commonality and typicality requirements; (2) eliminating Wal-Mart’s ability to respond to individual Plain tiffs claims; and (3) failing to recognize that Plaintiffs’ claims for monetary relief predominated over their claims for injunctive or declaratory relief. Plaintiffs cross-appealed from the district court’s limitation of back pay relief for many of Plaintiffs’ promotion claims. DISCUSSION I. Standard and Scope of Review A district court’s decision regarding class certification is not only reviewed for abuse of discretion, Staton v. Boeing Co., 327 F.3d 938, 953 (9th Cir.2003), but also subject to “very limited” review, to be reversed “only upon a strong showing that the district court’s decision was a clear abuse of discretion,” Armstrong v. Davis, 275 F.3d 849, 867(9th Cir.2001) (internal quotation marks omitted). See also Millowitz v. Citigroup Global Mkts., Inc. (In re Salomon Analyst Metromedia Litig.), 544 F.3d 474, 480 (2d Cir.2008) (“When reviewing a grant of class certification, we accord the district court noticeably more deference than when we review a denial of class certification.”); Gonzales v. Free Speech Coal, 408 F.3d 613, 618 (9th Cir. 2005) (“Abuse of discretion is a highly deferential standard, under which the appellate court cannot substitute its view of what constitutes substantial justification for that of the district court; rather, the review is limited to assuring that the district court’s determination has a basis in reason.” (internal quotation marks omitted)); Blyden v. Mancusi, 186 F.3d 252, 269 (2d Cir.1999) (“A district court’s decision to certify a class is reviewed for abuse of discretion, and ‘[a] reviewing court must exercise even greater deference when the district court has certified a class than when it has declined to do so.’ ” (quoting Marisol A. v. Giuliani, 126 F.3d 372, 375 (2d Cir.1997) (per curiam))); Doninger v. Pac. Nw. Bell, Inc., 564 F.2d 1304, 1309(9th Cir.1977) (stating that “the judgment of the trial court should be given the greatest respect and the broadest discretion” (internal quotation marks omitted)). A court abuses its discretion if its decision is premised on legal error. Hawkins v. Comparet-Cassani, 251 F.3d 1230, 1237 (9th Cir.2001). Moreover, the district court’s factual findings as to the applicability of Rule 23 criteria are entitled to the traditional deference given such determinations. See Local Joint Executive Bd. of Culinary/Bartender Trust Fund v. Las Vegas Sands, Inc., 244 F.3d 1152, 1161(9th Cir.2001). Rule 23 “provides district courts with broad discretion to determine whether a class should be certified, and to revisit that certification throughout the legal proceedings before the court.” Armstrong, 275 F.3d at 871 n. 28. If evidence not available at the time of certification disproves Plaintiffs’ contentions that common issues predominate, the district court has the authority to modify or even decertify the class, Gen. Tel. Co. of Sw. v. Falcon, 457 U.S. 147, 160, 102 S.Ct. 2364, 72 L.Ed.2d 740 (1982) (“Even after a certification order is entered, the judge remains free to modify it in the light of subsequent developments in the litigation.”), or use a variety of management devices to address the individualized issues that have arisen, see 2 Alba Conte & Herbert B. Newberg, Newberg on Class Actions § 4.26(4th ed.2002). Our review is limited to whether the district court correctly selected and applied Rule 23 criteria. Bogus v. Am. Speech & Hearing Ass’n, 582 F.2d 277, 289 (3d Cir.1978); see also Waste Mgmt. Holdings, Inc. v. Mowbray, 208 F.3d 288, 295 (1st Cir.2000) (“An abuse occurs when a court, in making a discretionary ruling, relies upon an improper factor, omits consideration of a factor entitled to substantial weight, or mulls the correct mix of factors but makes a clear error of judgment in assaying them.”). Thus, if Plaintiffs demonstrate that they meet Rule 23’s requirements, they should be allowed to pursue their action as a class. II. Standards For Class Certification Under Rule 23 A district court may certify a class only if: (1) the class is so numerous that joinder of all members is impracticable; (2) there are questions of law or fact common to the class; (3) the claims or defenses of the representative parties are typical of the claims or defenses of the class; and (4) the representative parties will fairly and adequately protect the interests of the class. Fed.R.Civ.P. 23(a). The district court must also find that at least one of the following three conditions is satisfied: (1) the prosecution of separate actions would create a risk of: (a) inconsistent or varying adjudications, or (b) individual adjudications dispositive of the interests of other members not a party to those adjudications; (2) the party opposing the class has acted or refused to act on grounds generally applicable to the class; or (3) questions of law or fact common to the members of the class predominate over any questions affecting only individual members, and a class action is superior to other available methods for the fair and efficient adjudication of the controversy. See id. 23(b). The party seeking certification bears the burden of showing that each of the four requirements of Rule 23(a) and at least one requirement of Rule 23(b) have been met., Zinser v. Accufix Research Inst., Inc., 253 F.3d 1180, 1186 (9th Cir.), amended by 273 F.3d 1266 (9th Cir.2001). The parties vigorously contest the standards governing the district court in finding the Rule 23 requirements satisfied. For a number of reasons, we must clarify this standard. First, the parties’ briefs demonstrate the degree of debate over the standard in this circuit. Second, a number of recent cases in other circuits have endeavored to clarify the standard, and we find it prudent to follow suit given evidence of confusion. Third, it is only very recently that any case in this circuit has interpreted language under the standard that drifts away from our clear case law, and we write to clarify our precedent. Fourth, we are not aware of a circuit that has detailed the issue in the Title VII context, and the typical situation presented in such a case implicates significant differences in the doctrine that require explanation to reach a resolution here and in future Title VII class action certification decisions. A. Supreme Court Authority The Supreme Court has provided clear, if sometimes misunderstood, guidance on the issue of what standards a district court applies when deciding whether to certify a class. The leading case describing these standards is Falcon, where the plaintiff successfully certified a class of Mexican-Americans claiming racial discrimination. After a full trial on the merits, however, the district court’s findings distinguishing the named representative’s claims from those of the class called the propriety of continued class certification into question. On appeal, the Supreme Court held that because of the district court’s findings at trial, Falcon’s “complaint provided an insufficient basis for concluding that the adjudication of his claim of discrimination in promotion would require the decision of any common question concerning the failure of [General Telephone] to hire more Mexican-Americans.” Id. at 158., 102 S.Ct. 2364 The Court described the implications of its holding, noting that “[s]ometimes the issues are plain enough from the pleadings to determine whether the interests of the absent parties are fairly encompassed within the named plaintiffs claim, and sometimes it may be necessary for the court to probe behind the pleadings before coming to rest on the certification question.” Id. at 160, 102 S.Ct. 2364. In either case, the Court held, “a Title VII class action, like any other class action, may only be certified if the trial court is satisfied, after a rigorous analysis, that the prerequisites of Rule 23(a) have been satisfied.” Id. at 161, 102 S.Ct. 2364. In conducting this rigorous analysis, the Court explained that “the class determination generally involves considerations that are enmeshed in the factual and legal issues comprising the plaintiffs cause of action.” Id. at 160, 102 S.Ct. 2364(internal quotation marks omitted). Illustrating further, the Court approvingly cited Judge Godbold’s concurring opinion in the Fifth Circuit case that had announced the “across-the-board” rule the Court was reviewing in Falcon. Judge Godbold’s concurrence addressed the role of the district court in understanding the likely course of the litigation, and the Supreme Court praised his focus on “the need for more precise pleadings.” Id. at 160, 102 S.Ct. 2364(internal quotation marks omitted). The Court approved of his statement that “ ‘without reasonable specificity the court cannot define the class, cannot determine whether the representation is adequate, and the employer does not know how to defend.’ ” Id. at 161, 102 S.Ct. 2364(quoting Johnson v. Ga. Highway Express, Inc., 417 F.2d 1122, 1126 (5th Cir.1969) (Godbold, J., specially concurring)). Falcon thus provides relatively straightforward guidance. When considering class certification under Rule 23, district courts are not only at liberty to, but-must, perform a rigorous analysis to ensure that the prerequisites of Rule 23(a) have been satisfied. See id. at 160-61, 102 S.Ct. 2364. It does not mean that a district court must conduct a full-blown trial on the merits prior to certification. A district court’s analysis will often, though not always, require looking behind the pleadings, even to issues overlapping with the merits of the underlying claims. See id. As we describe in more detail below, every circuit to have considered this issue, including our own previous decisions, has reached essentially the same conclusion: Falcon’s central command requires district courts to ensure that Rule 23 requirements are actually met, not simply presumed from the pleadings. We also agree with the Second Circuit’s recent decision in Miles v. Merrill Lynch & Co. (In re Initial Pub. Offerings Securities Litigation) (“IPO ”), which explained that, to the extent lower courts have evidenced confusion regarding the Rule 23 standard after Falcon, this confusion has existed because those courts have misread a Supreme Court statement made eight years before the Court handed down Falcon. See 471 F.3d 24, 33-34 (2d Cir.2006). Specifically, courts have misunderstood Eisen v. Carlisle & Jacquelin, in which the Supreme Court stated, ‘We find nothing in either the language or history of Rule 23 that gives a court any authority to conduct a preliminary inquiry into the merits of a suit in order to determine whether it may be maintained as a class action.” 417 U.S. 156, 177, 94 S.Ct. 2140, 40 L.Ed.2d 732 (1974). “This statement has led some courts to think that in determining whether any Rule 23 requirement is met, a judge may not consider any aspect of the merits....” IPO, 471 F.3d at 33. It has “led other courts to think that a judge may not do so at least with respect to a prerequisite of Rule 23 that overlaps with an aspect of the merits of the case.” Id. As the IPO court recognized, the distinguishing features of Falcon and Eisen are the purposes for which the certifying court is using the underlying facts — whether to address a merits issue unnecessarily or to determine whether, for example, the plaintiffs have demonstrated questions of law or fact common to their proposed class. See IPO, 471 F.3d at 32-35. An easy way to understand this distinction is to analogize to a familiar dispute over the admissibility of alleged hearsay evidence. Offered for the truth of the matter asserted, an out-of-court statement by someone not testifying is, of course, inadmissible hearsay. However, that same evidence used to impeach a witness may be properly admitted. So, too, with inquiries into facts overlapping with merits issues in the Rule 23 context. It is whether courts are using the facts to probe the plaintiffs’ claims of compliance with Rule 23, or to hear either parties’ claims directed to stand-alone merits issues, that renders a court’s use of the facts proper or improper. Courts have thus strayed from Falcon when they have myopically invoked Eisen to avoid considering facts properly relevant to the Rule 23 determination because the facts happen to be relevant to the later merits inquiry as well. B. Case Law in Other Circuits Like our decision today, and in part because of courts’ misunderstanding of Eisen, many of our sister circuits have recently been called upon to clarify the standard that a district court applies when deciding whether to certify a class under Rule 23. Though IPO is the most notable of these decisions, other courts often trace the explanatory effort back to the Seventh Circuit’s decision in Szabo v. Bridgeport Machines, Inc., 249 F.3d 672 (7th Cir.2001). In Szabo, the court rejected a nationwide products liability class because the class was generally unsuitable for class-wide resolution because of choice of law problems on the state breach-of-warranty and fraud claims. Id. at 674. The Seventh Circuit also found that the district court below had “certified the class without resolving factual and legal disputes that strongly influence the wisdom of class treatment” because the district court had stated that the plaintiffs’ “allegations in the complaint are accepted as true for purposes of the class motion.” Id. at 675. Analogizing to the preliminary jurisdictional inquiries that district courts routinely make under Federal Rules of Civil Procedure 12(b)(1) and 12(b)(2), the court explained that, “[bjefore deciding whether to allow a case to proceed as a class action, therefore, a judge should make whatever factual and legal inquiries are necessary under Rule 23.” Id at 676. The Second Circuit’s decision in IPO agreed with Szabo, providing what is now the leading case on the extent to which a district court must resolve Rule 23 issues that overlap with the merits of the case. IPO held that factual disputes concerning each of the Rule 23 factors must be analyzed and resolved. 471 F.3d at 41. This is a similar holding to our previous explanation — discussed in more detail below— that a district court must make “determinations” that the prerequisites of Rule 23(a) have been satisfied before it certifies a class, “which may require review of the same facts and the same law presented by review of the merits.” Falcon, 457 U.S. at 161, 102 S.Ct. 2364; Blackie v. Barrack, 524 F.2d 891, 897(9th Cir.1975). IPO explained that “the obligation to make such determinations is not lessened by overlap between a Rule 23 requirement and a merits issue.” 471 F.3d at 41. IPO expressly rejected the Second Circuit’s approach in Caridad v. Metro-North Commuter Railroad, 191 F.3d 283, 291-93 (2d Cir.1999), and Wal-Mart Stores, Inc. v. Visa U.S.A. Inc. (In re Visa Check/MasterMoney Antitrust Litigation) (“Visa Check”), 280 F.3d 124, 135 (2d Cir.2001), which had permitted class certification based on “some showing” that the Rule 23 factors were met, obviating the need to assess conflicting expert testimony pertinent to the Rule 23 inquiries. IPO, 471 F.3d at 40. Since IPO, a number of other circuits have detailed the issue. The First Circuit has reviewed these appellate cases, noting that “[o]ur sister circuits agree that when class criteria and merits overlap, the district court must conduct a searching inquiry regarding the Rule 23 criteria, but how they articulate the necessary degree of inquiry ranges along a spectrum which suggests substantial differences.” Brown v. Am. Honda (In re New Motor Vehicles Canadian Export Antitrust Litig.), 522 F.3d 6, 24 (1st Cir.2008) (“New Motor Vehicles ”). Though, of course, different circuits have used different words in articulating the review necessary, we think New Motor Vehicles overstates the degree of difference among the circuits. The core holding across circuits that have considered the issue is essentially unanimous: district courts must satisfy themselves that the Rule 23 requirements have been met before certifying a class, which will sometimes, though not always, require an inquiry into and preliminary resolution of disputed factual issues, even if those same factual issues are also, independently, relevant to the ultimate merits of the case. See, e.g., 1 Joseph M. McLaughlin, McLaughlin on Class Actions § 3:12 (6th ed. 2009) (“Consensus is rapidly emerging among the United States Courts of Appeal. The First, Second, Third, Fourth, Fifth, Seventh, Eighth, Tenth and Eleventh Circuits have expressly adopted certification standards that require rigorous factual review and preliminary factual and legal determinations with respect to the requirements of Rule 23 even if those determinations overlap with the merits.”). A closer discussion of the cases the First Circuit has cited demonstrates the truly narrow range in which this “spectrum” actually exists. Requiring the district court to “make specific findings that each Rule 23 criterion is met” represents, the First Circuit has claimed, “around the more rigorous end of [the] spectrum,” and has been embraced by the Second, Fourth, Fifth, Seventh — and we would add Ninth — Circuits. New Motor Vehicles, 522 F.3d at 24 (citing IPO, 471 F.3d at 33, 41; Unger v. Amedisys Inc., 401 F.3d 316, 321-22(5th Cir.2005) (requiring courts to find facts favoring class certification through the use of “rigorous, though preliminary, standards of proof’); Gariety v. Grant Thornton, LLP, 368 F.3d 356, 366 (4th Cir.2004) (requiring that “the factors spelled out in Rule 23 ... be addressed through findings”); Szabo, 249 F.3d at 675-76); see Blackie, 524 F.2d at 897. On the other end of this “spectrum,” according to the New Motor Vehicles court, are cases in “the Third and Eighth Circuits [which] sometimes require an inquiry into and preliminary resolution of disputes, but they do not require findings and do not hold that such inquiry will always be necessary.” New Motor Vehicles, 522 F.3d at 24 (citing Blades v. Monsanto Co., 400 F.3d 562, 566-67 (8th Cir. 2005); Newton v. Merrill Lynch, Pierce, Fenner & Smith, Inc., 259 F.3d 154, 166 (3d Cir.2001)). In our review of these cases, we find this “spectrum” of certification standards narrower and more internally consistent than does the First Circuit. To begin with, we respectfully disagree with New Motor Vehicles'^ characterization of the Third Circuit’s approach. The case New Motor Vehicles cited, Newton, 259 F.3d at 174-77, only discussed a “presumption” of conformity with Rule 23 in the context of the fraud-on-the-market presumption in a securities class action. The Third Circuit has since provided clarification. It has noted that Newton does not hold that a district court can presume Rule 23 requirements met from contested pleadings outside the fraud-on-the-market context. Vallies v. Sky Bank, 591 F.3d 152, 162-63 (3d Cir.2009). It has also demonstrated its conformity with the other circuits’ standard more broadly. In In re Constar International Inc. Securities Litigation, the court explained that “we require that each Rule 23 component be satisfied.” 585 F.3d 774, 780 (3d Cir. 2009) (emphasis added) (citing In re Hydrogen Peroxide Antitrust Litig., 552 F.3d 305, 310 (3d Cir.2009) (“Hydrogen Peroxide ”)). Recognizing the importance of the class certification decision, the court emphasized that “district courts, where appropriate, [are] to ‘delve beyond the pleadings to determine whether the requirements for class certification are satisfied.’ ” Id. (quoting Hydrogen Peroxide, 552 F.3d at 316; Newton, 259 F.3d at 167). It further elucidated, “[a]n overlap between a class certification requirement and the merits of a claim is no reason to decline to resolve relevant disputes when necessary to determine whether a class certification requirement is met.” Id. (internal quotation marks omitted). The Third Circuit thus requires a district court “determination” that the “requirements” of Rule 23 have been “satisfied.” Id. While we readily recognize the benefit of the additional cases available to us in conducting our review, we respectfully disagree with the First Circuit’s conclusion that the Third Circuit allows a more lax standard of review than do other circuits. New Motor Vehicles is on firmer ground describing the Eighth Circuit’s decision in Blades, though we find the language in that case more nuanced than New Motor Vehicles describes, and we disagree that Blades “suggests substantial differences” from other circuits. New Motor Vehicles, 522 F.3d at 24. The Blades court cited Falcon in describing the standard as follows: To determine whether common questions predominate, a court must conduct a limited preliminary inquiry, looking behind the pleadings. In conducting this preliminary inquiry, however, the court must look only so far as to determine whether, given the factual setting of the case, if the plaintiffs [sic] general allegations are true, common evidence could suffice to make out a prima facie showing for the class.... The preliminary inquiry at the class certification stage may require the court to resolve disputes going to the factual setting of the case, and such disputes may overlap with the merits of the case. See Szabo v. Bridgeport Machs., Inc., 249 F.3d 672, 676-77 (7th Cir.2001). Nonetheless, such disputes may be resolved only insofar as resolution is necessary to determine the nature of the evidence that would be sufficient, if the plaintiffs general allegations were true, to make out a prima facie case for the class. Blades, 400 F.3d at 566-67 (some citations omitted) (emphasis added). While this language is not as definitive as that used by the Second Circuit in IPO, for example, it sets up essentially the same standard. Under Blades, district courts in the Eighth Circuit must “resolve” factual disputes going to the “setting of the case,” which we understand to mean the factual circumstances dictating whether the plaintiffs have met the Rule 23 requirements. Id. at 567. Supporting this understanding is Blades’s later statement explaining that “[t]o certify a class action under Rule 23(b)(3), the Court mast find that: 1) common questions predominate ... and 2) class resolution is superior to other available methods for the fair and efficient adjudication of the controversy.” Id. at 569 (emphasis added). Finally, like IPO, Blades understands Eisen as prohibiting the district court from making preliminary findings on merits issues not related to the Rule 23 resolution. See id. at 566-67; see also Richard A. Nagareda, Class Actions in the Administrative State: Kalven and Rosenfield Revisited, 75 U.Chi. L.Rev. 603, 616 (2008) (“Nagareda, Class Actions ”). Not surprisingly, then, IPO cited Blades as a key case supporting its conclusion to require district court determinations that each of the Rule 23 requirements is met. IPO, 471 F.3d at 38. We thus view whether an appellate court requires district courts to “resolve,” id.; “find,” Unger, 401 F.3d at 319-20; or “determine,” IPO, 471 F.3d at 40-41, that Rule 23 requirements have been met, as essentially, even if not precisely, the same standard. To characterize such usage as embodying “substantial differences” seems to create a distinction where none exists. See New Motor Vehicles, 522 F.3d at 24; see also Richard A. Nagareda, Class Certification in the Age of Aggregate Proof, 84 N.Y.U. L.Rev. 97, 113-14 (2009) (Nagareda, Aggregate Proof) (describing federal courts as moving toward an “essentially uniform” standard that is “now-settled law”). Under any of these articulations, the charge to the district court follows the analysis the IPO court explained, and we agree, that Falcon and Eisen require. IPO, 471 F.3d at 41. The district court must analyze underlying facts and legal issues going to the certification questions regardless of any overlap with the merits. However, this does not mean a district court should put the actual resolution of the merits cart before the motion to dismiss, summary judgment, and trial horses by reaching out to decide issues unnecessary to the Rule 23 requirements. Having discussed our sister circuits’ treatment of this issue, we now turn to the standard in our circuit as established by our previous cases. C. Ninth Circuit Precedent Since we first addressed the issue in the wake of the Eisen and Falcon decisions, our cases have made clear that a district court inquiry overlapping with the merits is permissible, and often required, under Rule 23. See Moore v. Hughes Helicopters, Inc., 708 F.2d 475, 480 (9th Cir.1983) (“Although some inquiry into the substance of a case may be necessary to ascertain satisfaction of the commonality and typicality requirements of Rule 23(a), it is improper to advance a decision on the merits to the certification stage.” (citation omitted)). Later, we said that a district court is “at liberty to consider evidence which goes to the requirements of Rule 23 even though the evidence may also relate to the underlying merits of the case.” Hanon v. Dataproducts Corp., 976 F.2d 497, 509 (9th Cir.1992) (internal quotation marks omitted); see also Staton v. Boeing Co., 327 F.3d 938, 954 (9th Cir.2003) (“The court may not go so far, of course, as to judge the validity of [the merits] claims.... But the breadth and consistency of class counsel’s initial evidence places the district court’s finding of commonality well within that court’s discretion.” (citation omitted)). We have also specifically cited Eisen in rejecting a party’s argument that Eisen prohibits any inquiry overlapping with the merits and explaining that such an overlapping inquiry is sometimes necessary under Rule 23. See Blackie, 524 F.2d at 897(“Nor is the class issue separable from the merits in all cases (including this one). The common questions, typicality, conflicts and adequacy of representation, and predominance tests, are determinations ... which may require review of the same facts and the same law presented by review of the merits.” (citations omitted)). We have adhered to the Supreme Court’s guidance in holding that “[a] class may only be certified if we are ‘satisfied, after a rigorous analysis, that the prerequisites of Rule 23(a) have been satisfied.’ ” Hanon, 976 F.2d at 509 (quoting Falcon, 457 U.S. at 161, 102 S.Ct. 2364). We have also, however, recognized that Falcon contemplated cases in which “the issues are plain enough from the pleadings” and do not require analysis beyond those papers. 457 U.S. at 160, 102 S.Ct. 2364; Chamberlan v. Ford Motor Co., 402 F.3d 952, 961 (9th Cir.2005) (per curiam) (“The Supreme Court thus recognized over twenty years ago that a rigorous analysis does not always result in a lengthy explanation or in-depth review of the record.”); Hanlon v. Chrysler Corp., 150 F.3d 1011, 1023 (9th Cir.1998). Thus, in some cases, the pleadings will be sufficient to render the certification decision, and in others, the district court must make determinations on facts overlapping with the merits. In addition, our cases have understood that Falcon, like Rule 23 itself, requires “questions of law or fact that were common to the claims.” 457 U.S. at 158, 102 S.Ct. 2364 (emphasis added). Therefore, we have found class certification proper where a “plaintiff is attacking defendants’ discriminatory practices against females, and this is not just as it applied to plaintiff only,” because such a claim “identifies a common legal issue, discrimination against women, and a common factual problem, discrimination as applied” by the defendant. Bouman v. Block, 940 F.2d 1211, 1232 (9th Cir.1991) (internal quotation marks omitted); see also Rodriguez v. Hayes, 591 F.3d 1105, 1122-23 (9th Cir. 2010) (“[T]he commonality requirements ask[s] us to look only for some shared legal issue or a common core of facts.”). We have also, of course, rejected the “across-the-board” claims that Falcon prohibited, and we have denied class certification when a rigorous analysis did not show the class would implicate common questions. See, e.g., Lozano v. AT & T Wireless Servs., Inc., 504 F.3d 718, 730 (9th Cir.2007) (citing Falcon in rejecting certification of a class action based on the unconscionability of a class action waiver because the district court did not perform the requisite analysis). As one example, we have explained that “commonality is satisfied where the lawsuit challenges a system-wide practice or policy that affects all of the putative class members,” because such a system implicates common factual questions. Armstrong, 275 F.3d at 868. Our most recent statement considering Falcon and Eisen comports with this understanding as well. Writing for the court in United Steel Workers v. ConocoPhillips Co., Judge Bybee explained that it is the plaintiffs theory that matters at the class certification stage, not whether the theory will ultimately succeed on the merits. See 593 F.3d 802, 808-09 (9th Cir.2010). We thus found reversible error because the district court did not consider whether the plaintiffs legal theory “was one in which common issues of law and or fact did not predominate,” and instead found the class did not meet Rule 23’s requirements because “ ‘there can be no assurances that [plaintiffs] w[ould] prevail on this theory.’ ” Id. (citing the district court) (first emphasis added). In short, we have consistently held that when considering how the facts and legal issues apply to a class under Rule 23(a), the district court must focus on common questions and common issues, not common proof or likely success on the questions commonly raised. See id. For the most part, the dozens of district court cases in this circuit parsing Eisen, Falcon, and our precedent, have considered Eisen’s language in context, concluding that they must make determinations that the requirements of Rule 23 have been met, and acknowledging that these determinations will sometimes require examining issues that overlap with the merits. See, e.g., Endres v. Wells Fargo Bank, No. C 06-7019, 2008 WL 344204, at *2 (N.D.Cal. Feb. 6, 2008) (“[T]he court is not permitted to make a preliminary inquiry into the merits of the plaintiffs’ claims at that stage of the litigation. Nevertheless, the court must consider evidence relating to the merits if such evidence also goes to the requirements of Rule 23.” (internal quotation marks and citation omitted)); Westways World Travel, Inc. v. AMR Corp., 218 F.R.D. 223, 230 (C.D.Cal.2003) (“Although the Supreme Court once stated that courts have no authority to conduct a preliminary inquiry into the merits of a suit in order to determine whether it may be maintained as a class action, [citing Eisen ] later cases make clear that a preliminary inquiry into the merits is sometimes necessary to make a meaningful determination of class certification issues. At the same time, the court is required to take the allegations of the plaintiffs complaint as true. Plaintiff bears the burden of showing that the elements of Rule 23 are met.” (citations omitted)). These cases have correctly threaded the needle between Eisen, Falcon, and our precedent. In the less typical instances in which district courts in this circuit have been led astray, a common reason seems to have been a misreading of our statement in footnote 17 of Blackie v. Barrack, in which we explained that district courts are “bound to take the substantive allegations of the complaint as true, thus necessarily making the class order speculative in the sense that the plaintiff may be altogether unable to prove his allegations.” 524 F.2d at 901 n. 17; see also Edwards v. City of Long Beach, 467 F.Supp.2d 986, 991 (C.D.Cal.2006) (“The court is bound to take the substantive allegations in the complaint as true.”). But, that statement is taken out of context when relied on in this manner. The subsequent sentences in Blackie, which the erring district courts almost universally neglect to include, explained that, although “the court may not put the plaintiff to preliminary proof of his claim, it does require sufficient information to form a reasonable judgment. Lacking that, the court may request the parties to supplement the pleadings with sufficient material to allow an informed judgment on each of the Rule’s requirements.” 524 F.2d at 901 n. 17 (emphasis added). Discussing when a certification inquiry overlaps with the merits, we further explained in Blackie: Nor is the class issue separable from the merits in all cases (including this one). The common questions, typicality, conflicts and adequacy of representation, Fed.R.Civ.P. 23(a), and predominance tests, Fed.R.Civ.P. 23(b)(3), are determinations ... which may require review of the same facts and the same law presented by review of the merits. 524 F.2d at 897. A better reading of Blackie, then, is to understand it as having the meaning that our cases, and the majority of district court opinions, have ascribed to it: Blackie is entirely consistent with the Supreme Court’s guidance, explicitly requiring a district court to probe behind the pleadings if doing so is necessary to make findings on the Rule 23 certification decision. Thus, Blackie does not, and could not, require the district court to unquestioningly accept a plaintiffs arguments as to the necessary Rule 23 determinations. The sense in which Blackie referred to class certification as speculative is the same way in which we most recently, and more artfully, described the inquiry: [A] court can never be assured that a plaintiff will prevail on a given legal theory prior to a dispositive ruling on the merits, and a full inquiry into the merits of a putative class’s legal claims is precisely what both the Supreme Court and we have cautioned is not appropriate for a Rule 23 certification inquiry. United Steel Workers, 593 F.3d at 808-09. In short, the explanation we provide today is not a new standard at all. Though a small number of district courts in this circuit have misunderstood Blackie and relied on Eisen in the way that the Second Circuit has cautioned against, and that we now reject, the precedent from this court is consistent. We are unable to find a single case in our court that incorrectly relied on the “no merits inquiry” language from Eisen in certifying a class without examining necessary issues because they overlapped with the merits. Cf. Caridad, 191 F.3d at 291-92(applying the “no merits inquiry” language from Eisen out of context to prohibit the proper Rule 23 analysis). Our explanation confirms what our decisions have held for more than twenty-five years: A district court must sometimes resolve factual issues related to the merits to properly satisfy itself that Rule 23’s requirements are met, but the purpose of the district court’s inquiry at this stage remains focused on, for example, common questions of law or fact under Rule 23(a)(2), or predominance under Rule 23(b)(3), not the proof of answers to those questions or the likelihood of success on the merits. Falcon, 457 U.S. at 158, 102 S.Ct. 2364(requiring a “specific presentation identifying the questions of law or fact that were common to the claims of respondent and of the members of the class he sought to represent” (emphasis added)); United Steel Workers, 593 F.3d at 808-09 (district court erred in basing its decision on whether the plaintiffs could prove merits rather than whether their claims implicated common questions of law or fact). Of course, for class certification to be proper, the common questions cannot simply arise from artful pleading. Plaintiffs must raise questions that the district court concludes, after a rigorous analysis, are susceptible to common resolution at a later stage. D. Clarifying the Standard 1. The Proper Standard of Rule 23 Adjudication This review of Supreme Court dictates, as well as our own and other circuits’ treatment of the issue, leads us to recognize a number of constant holdings across circuits that we must incorporate into our clarification of the proper standard governing a district court in considering a Rule 23 motion for class certification. To begin with, at the class certification stage, while Eisen prohibits a court from making determinations on the merits that do not overlap with the Rule 23 inquiry, district courts must make determinations that each requirement of Rule 23 is actually met. This bedrock rule is consistent with the Supreme Court’s statements, other circuits’ decisions, and our longstanding precedent. While plaintiffs need not make more than allegations as to their substantive claims, whether the suit is appropriate for class resolution must be actually demonstrated, not just alleged, to the district court’s satisfaction. In addition, in the cases such as IPO in which courts have recognized how Eisen is sometimes misunderstood, those circuits have uniformly reserved discretion with the district court to avoid a trial-level inquiry at the certification stage despite the need to find the Rule 23 requirements met. See, e.g., Blades, 400 F.3d at 567 (“The closer any dispute at the class certification stage comes to the heart of the claim, the more cautious the court should be in ensuring that it must be resolved in order to determine the nature of the evidence the plaintiff would require.”). District courts must maintain the ability to cut off discovery to avoid either party bootstrapping a trial or summary judgment motion into the certification stage. Nearly every circuit to consider the issue, including our own, has recognized the practical importance of the certification decision as leverage for settlement, yet Rule 23 gives neither party the right to turn the certification decision into a trial. When reading recent class certification cases, one also notices the prevalence of securities fraud cases, and particularly the fraud-on-the-market presumption, in the evolution of the Rule 23 standard. See, e.g., Oscar Private Equity Invs. v. Allegiance Telecom, Inc., 487 F.3d 261, 264 (5th Cir.2007); IPO, 471 F.3d at 30-31; Bowe v. Polymedica Corp. (In re PolyMedica Corp. Secs. Litig.), 432 F.3d 1, 6-7(1st Cir.2005); Unger, 401 F.3d at 323-24; Gariety, 368 F.3d at 364-66; West v. Prudential Sec., Inc., 282 F.3d 935, 937-38(7th Cir.2002). It is an interesting feature of the case, law’s development that it has occurred largely in these fraud-on-the-market cases, in which a plaintiff typically must show the six “basic elements” of a securities fraud action, Dura Pharms., Inc. v. Broudo, 544 U.S. 336, 341-42, 125 S.Ct. 1627, 161 L.Ed.2d 577 (2005), and the efficient market component of the causation element overlaps with the merits. We must, then, be aware that applying the same procedural rules, such as Rule 23, can lead to different outcomes when the underlying legal and factual framework is different. See, e.g., Hohider v. United Parcel Serv., Inc., 574 F.3d 169, 182-85 (3d Cir.2009) (describing how the pattern and practice evidentiary framework from Title VII cases is not perfectly applicable in the context of the Americans with Disabilities Act). Thus, in contrast to a securities class action based on a fraud-on-the-market theory, in a pattern and practice discrimination case, a plaintiff will typically not come to court in the first place without anecdotal evidence. For practical purposes, assuming a plaintiff possesses anecdotal evidence, the plaintiffs statistical evidence does not overlap with the merits, it largely is the merits. See Watson v. Fort Worth Bank & Trust, 487 U.S. 977, 986-87, 108 S.Ct. 2777, 101 L.Ed.2d 827 (1988); Int’l Bhd. of Teamsters v. United States, 431 U.S. 324, 337-39, 97 S.Ct. 1843, 52 L.Ed.2d 396 (1977). This means that disputes over whose statistics are more persuasive are often not disputes about whether the plaintiffs raise common issues or questions, but are really arguments going to proof of the merits. See Nagareda, Class Actions, supra, at 619-20 (“Nowhere is this [disputed statistics] problem more acute than in employment discrimination class actions centered on statistical analysis of an aggregate nature.”). Of course, if one party argued that the other party’s statistics were unreliable or based on an unaccepted method, this may be an issue the district court would have to resolve to determine whether the potentially problematic statistics were even capable of raising a common question. In fact, after IPO, but before his recent elevation to the Second Circuit, Judge Gerard Lynch recognized this problem in a Title VII gender discrimination case in which the plaintiffs were seeking to certify on the same grounds as those here. Predictably faced with a dispute regarding whether the plaintiffs’ statistics demonstrated commonality, Judge Lynch addressed IPO’s application in a Title VII, gender discrimination context. The problem, the district court explained, was that “[i]n deciding that the class certification order complied with In re IPO, it is important to note that disparate impact cases present unique difficulties in analyzing the commonality requirement of Rule 23(a). Plaintiffs in disparate impact cases often rely on statistical evidence to prove the merits of their claim.” Hnot v. Willis Group Holdings Ltd., 241 F.R.D. 204, 210-11 (S.D.N.Y.2007). The court continued, “[i]n such a ease, however, the same evidence must be considered to determine whether a plaintiff has satisfied the commonality requirement.” Id. at 211. In resolving this problem and certifying the class, the district court noted, “[contrary to defendants’ assertions, In re IPO does not stand for the proposition that the Court should, or is even authorized to, determine which of the parties’ expert reports is more persuasive. Defendants ignore the fact that In re IPO specifically rejected this interpretation of Rule 23.” Id. at 210. Instead, Judge Lynch explained, “In re IPO reiterated that ‘experts’ disagreement on the merits — whether a discriminatory impact [can] be shown — [is] not a valid basis for denying class certification.’ ” Id. (alterations in original) (quoting IPO, 471 F.3d at 35). Thus, the court could only “examine the expert reports as far as they bear on the Rule 23 determination.” Id. Judge Lynch similarly clarified, with regard to the disparate treatment issue in the case before him, that “plaintiffs and defendants disagree on whose statistical findings and observations are more credible, but this disagreement is relevant only to the merits of plaintiffs’ claim — whether plaintiffs actually suffered disparate treatment — and not to whether plaintiffs have asserted common questions of fact or law; plaintiffs’ ultimate success at trial on the merits requires an answer to that question, specifically that defendants actually did discriminate against plaintiffs.” Id. at 210-11. “By asking the Court to decide which expert report is more credible, defendants are requesting that the Court look beyond the Rule 23 requirements and decide the issue on the merits, a practice In re IPO specifically cautions against.” Id. at 210. Thus, in addition to demonstrating Rule 23’s proper implementation in various legal contexts (securities class actions versus Title VII claims), Hnot also illustrates a second feature of the certification cases that we must address. Because the fraud-on-the-market cases are typically decided under Rule 23(b)(3)’s predominance requirement, a related feature of the circuit court cases considering the proper standard a district court applies, when deciding whether to certify a class, is the difference between cases describing review of evidence under Rule 23(a) and those under Rule 23(b). We are unaware of any argument claiming that a different standard should apply in the two inquiries, and the cases generally treat the precedent as applying equally to both contexts. We do, however, note that the inquiry cannot be divorced from the text of Rule 23, which, of course, requires plaintiffs to make different showings under different parts of the rule. This distinction helps order the doctrine, keeping in mind the different requirements under Rule 23(a) and (b) and how those requirements may play out in a district court’s certification decision. This insight derives from the Supreme Court’s explanation of the predominance test under Rule 23(b)(3). Predominance, the Court explained, “tests whether proposed classes are sufficiently cohesive to warrant adjudication by representation,” Amchem Prods., Inc. v. Windsor, 521 U.S. 591, 623, 117 S.Ct. 2231, 138 L.Ed.2d 689 (1997), a standard “far more demanding” than the commonality requirement of Rule 23(a), id. at 623-24, 117 S.Ct. 2231. Thus, we would expect that cases in which the parties are contesting facts underlying the Rule 23(b)(3) determination may often require more determinations by the district court than those in which Rule 23(a)(2) is the primarily contested issue. Rule 23(a)(2) is about invoking common questions, see Falcon, 457 U.S. at 158, 102 S.Ct. 2364, whereas Rule 23(b)(3) requires a district court to formulate “some prediction as to how specific issues will play out in order to determine whether common or individual issues predominate in a given case,” New Motor Vehicles, 522 F.3d at 20 (internal quotation marks omitted). We thus should not be surprised that a district court will have to make more precise factual determinations under Rule 23(b)(3) than under Rule 23(a)(2). This insight does not apply a procedural rule differently in two like contexts; it applies the text of Rule 23 itself to the district court’s task. While we find the case law across circuits more uniform than some courts have implied, see id. at 24, to the extent it is not, this result may be because of courts’ failure to recognize this key difference between a district court’s job under Rule 23(a)(2) and its job under Rule 23(b)(3). This conclusion is further supported when one notices that Falcon's primary inquiry was under Rule 23(a), 457 U.S. at 156-58, 102 S.Ct. 2364, whereas many of the circuit courts discussed above were concerned with Rule 23(b)’s predominance test and, thus, required the district court to make more detailed determinations as to how the facts at issue would play out — whether they would predominate — in the merits of the litigation. See, e.g., Hydrogen Peroxide, 552 F.3d at 310 (Rule 23(b)(3) predominance); New Motor Vehicles, 522 F.3d at 26 (same); IPO, 471 F.3d at 35 (same); In re PolyMedica Corp. Secs. Litig., 432 F.3d at 3 & n. 4 (same); Unger, 401 F.3d at 320, 324-25 (same); Blades, 400 F.3d at 566 (same); Gariety, 368 F.3d at 364-65 (same); Szabo, 249 F.3d at 676-77 (same). Though some courts have noted the difference between Rule 23(a) and 23(b) in passing, see Hydrogen Peroxide, 552 F.3d at 310 — 11, we are not aware of any decisions detailing the difference, and some courts have failed to note the distinction at all. See, e.g., IPO, 471 F.3d at 33 n. 3 (“We see no reason to doubt that what the Supreme Court said about Rule 23(a) requirements applies with equal force to all Rule 23 requirements, including those set forth in Rule 23(b)(3).”). We think a great deal of any disparity in different courts’ explication of the Rule 23 standard can be explained by this difference. The lesson for future district courts is that, in a given case, the text of Rule 23(a), as compared to Rule 23(b), may require them to determine more or different facts (typically more under Rule 23(b)(3)) to determine whether the plaintiffs have met their Rule 23 burden. In short, these observations, which include the Supreme Court’s direction, long-standing precedent in this court, and treatment from other circuits, lead us to the following explanation of the proper standards governing a district court’s adjudication of a Rule 23 motion for class certification. First, when considering class certification under Rule 23, district courts are not only at liberty to, but must, perform a rigorous analysis to ensure that the prerequisites of Rule 23 have been satisfied, and this analysis will often, though not always, require looking behind the pleadings to issues overlapping with the merits of the underlying claims. It is important to note that the district court is not bound by these determinations as the litigation progresses. Second, district courts may not analyze any portion of the merits of a claim that do not overlap with the Rule 23 requirements. Relatedly, a district court performs this analysis for the purpose of determining that each of the Rule 23 requirements has been satisfied. Third, courts must keep in mind that different parts of Rule 23 require different inquiries. - For example, what must be satisfied for the commonality inquiry under Rule 23(a)(2) is that plaintiffs establish common questions of law and fact, and answering those quéstions is the purpose of the merits inquiry, which can be addressed at trial and at summary judgment. Fourth, district courts retain wide discretion in class certification decisions, including the ability to cut off discovery to avoid a mini-trial on the merits at the certification stage. Fifth, different types of cases will result in diverging frequencies with which the district court will properly invoke its discretion to abrogate discovery. As just one example, we would expect a district court to circumscribe discovery more often in a Title VII case than in a securities class action resting on a fraud-on-the-market theory, because the statistical disputes typical to Title VII cases often encompass the basic merits inquiry and need not be proved to raise common questions and demonstrate the appropriateness of class resolution. Plaintiffs pleading fraud-on-the-market, on the other hand, may have to establish an efficient market to even raise common questions or show predominance. 2. The Dissent’s “Significant Proof’ Standard In addition to setting out our own review, we feel compelled to discuss the dissent’s consideration of this issue. The Supreme Court’s decisions in Falcon and Eisen are the primary guides to our ruling in this case. The dissent, in suggesting that we are unfaithful to Falcon, seeks to create a new class action requirement based on a hypothetical in one sentence of Supreme Court dicta; conflates, or at least fails to distinguish, the posture of Falcon and the present case; ignores the weight of the many cases in other circuits arriving at the same standard we have described above; and renders itself unpersuasive by critiquing the district court’s eighty-four-page analysis as insufficiently rigorous. In doing so, the dissent is unfaithful to the actual distinctions the Supreme Court relied upon in Falcon, and variously depicts Falcon as instituting a “significant proof’ “burden” or “ ‘significant proof requirement” that Falcon did not create. Dissent at 633, 637-38. We read Falcon, as has nearly every Court of Appeals to consider the question, as creating the standard we describe above. But in discussing what it views as the analysis required by Falcon, the dissent quotes a portion of a sentence of Falcon dicta in footnote 15 as standing for the requirement that plaintiffs cannot prevail at the certification stage without showing “[significant proof that an employer operated under a general policy of discrimination.” Id. at 632. However, the entire footnote sentence reads as follows: “Significant proof that an employer operated under a general policy of discrimination conceivably could justify a class of both applicants and employees if the discrimination manifested itself in hiring and promotion practices in the same general fashion, such as through entirely subjective decision-making processes.” Falcon, 457 U.S. at 159 n. 15, 102 S.Ct. 2364 (emphasis added). Falcon’s discussion of two distinct processes — hiring and promotion — for which “significant proof’ could prove sufficient to certify a single class, is an unusually high standard that Plaintiffs here need not meet because they did not present the distinct legal theories of recovery that the Falcon plaintiffs, both employees and applicants, had pursued together in one class. “The question before the district court was not whether [Plaintiffs] have definitively proven disparate treatment and a disparate impact; rather, the question was whether the basis of [Plaintiffs’] discrimination claims was sufficient to support class certification.” Brown v. Nucor Corp., 576 F.3d 149, 156 (4th Cir.2009), cert. denied, — U.S.-, 130 S.Ct. 1720, 176 L.Ed.2d 185 (2010). Contrary to the dissent, Falcon does not say that Plaintiffs must show a common policy of proven discrimination at the class action stage, rather than just a common policy alleged to be discriminatory. 457 U.S. at 158-59, 102 S.Ct. 2364. Of course, as we have already explained, named plaintiffs must do more than merely allege discriminatory practices against themselves. Id. As we demonstrate below, Plaintiffs here do so, making showings through their expert testimony and statistical evidence, which further distinguishes the certification decision here from that decision in Falcon. In maintaining otherwise in its discussion, the dissent confuses merits decisions such as Teamsters, 431 U.S. at 336, 97 S.Ct. 1843, and class action certification decisions. It also ignores our previous statement examining Falcon footnote 15 in which we explained that “[w]e understand footnote fifteen of Falcon to present a demonstrative example rather than a limited exception to the overall skepticism toward broad discrimination class actions.” Staton, 327 F.3d at 955. In other words, as we have previously described Falcon, the Supreme Court “does not generally ban all broad classes but rather precludes a class action that, on the basis of one form of discrimination against one or a handful of plaintiffs, seeks to adjudicate all forms of discrimination against all members of a group protected by Title VII, § 1981, or a similar statute.” Id. The dissent also largely ignores Supreme Court guidance by failing to recognize that Falcon addressed the claim that the allegations of an employee subject to discrimination in promotion decisions “fairly encompassed” the claims of non-employees allegedly subject to discrimination in a discrete hiring process. Falcon, 457 U.S. at 158, 102 S.Ct. 2364. Such a determination under Rule 23 is clearly distinct from an inquiry where, as here, a class consists entirely of individuals actually employed under the same corporate policies. Critically, in Falcon, the individual plaintiffs claim was based on promotion practices for his allegations and hiring practices for the putative class members, yet Falcon’s “complaint contained no factual allegations concerning petitioner’s hiring practices,” id. at 150, 102 S.Ct. 2364, despite the fact that the class members’ claims depended on pattern or practice in hiring, id. at 159, 102 S.Ct. 2364. In contrast, where the individual plaintiffs seek to prove their own cases through pattern or practice methods, they are necessarily dependent on proving facts relevant to others of the same protected group subject to the same policy, class action or no class action. See Watson, 487 U.S. at 994-95, 108 S.Ct. 2777; see also Nagareda, Aggregate Proof, supra, at 150 (“The terms ‘pattern’ and ‘practice’ themselves imply an aggregate perspective.”). Finally, Plaintiffs here are unlike the plaintiff in Falcon, who failed to “otherwise [jsupport [his] allegation that the company ha[d] a policy