concurring in part and dissenting in part, in which BLACK, MARCUS and WILSON, Circuit Judges, join:
I concur in the majority opinion with one exception, from which I respectfully dissent. My disagreement is with the majority’s conclusion that the allegations about the advertisement in The Wall Street Journal do not describe quasi-governmental conduct shielded by absolute immunity. That advertisement communicated to investors that companies listed on NASDAQ must satisfy rigorous financial standards. Because the establishment of those standards was a duty delegated to NASDAQ by the SEC, NASDAQ is entitled to absolute immunity for its communication of those standards to investors.
Because SROs “stand[ ] in the shoes of the SEC ... [,][i]t follows that [they] should be entitled to the same immunity enjoyed by the SEC when [they] perform functions delegated to [them] under the SEC’s broad oversight authority,” D’Alessio v. N.Y. Stock Exch., Inc., 258 F.3d 93, 105 (2d Cir.2001), but not “[w]hen [they] conduct private business,” Sparta Surgical Corp. v. Nat’l Ass’n of Sec. Dealers, Inc., 159 F.3d 1209, 1214 (9th Cir.1998). As the majority correctly concludes, “absolute immunity [is] coterminous with an SRO’s performance of a governmental function.” Ante at 1297. The proper inquiry is whether the conduct performed a function delegated by the SEC.
The majority also rightly explains that “[t]he test is not an SRO’s subjective intent or motivation.” Id. at 1297. “It is, after all, hard to imagine the plaintiff ... who would- — when otherwise wronged by an SRO but unable to seek money damages — -fail to concoct some [subjective intent] in order to try and circumvent the absolute immunity doctrine.” DL Capital Group, LLC v. Nasdaq Stock Mkt., Inc., 409 F.3d 93, 99 (2d Cir.2005). It is irrelevant whether the alleged conduct was intended, as the majority implies, “to increase trading volume and, as a result, company profits.” Ante at 1299.
Our task is to assess whether the alleged conduct, read objectively, is quasi-governmental. Because our inquiry is objective, we evaluate how the reasonable reader would understand the alleged conduct of an SRO. We then determine whether that conduct, so understood, advanced a delegated governmental function. We also view the allegations from the perspective of the reasonable reader because we make only reasonable inferences from the facts alleged in the complaint.
We look at both the actions taken by the SRO and the alleged context in which those actions occurred. Context is important because it influences the reasonable reader. A reasonable reader, for example, would understand an alleged shout of “Fire!” to mean one thing if the exclamation were alleged to have been made in front of a burning building and another thing if it were alleged to have been made at a shooting range. At the same time, we must be careful not to allow our consideration of context to lead us to speculate about the motivations or intent of an SRO.
As the majority explains, Weissman alleged that NASDAQ “touted, marketed, advertised and promoted WorldCom,” and Weissman described specific television and newspaper advertisements by NASDAQ upon which he allegedly relied to his detriment. Ante at 1298-99. The majority asserts that Weissman’s allegations do not describe conduct protected by absolute immunity, but the majority fails to explain its analysis of Weissman’s allegations. We are left to wonder how the majority evaluates each of the advertisements that are the subject of Weissman’s complaint.
When I consider Weissman’s allegations, I reach two different conclusions about the *1301advertisements he describes. First, Weissman’s allegations about the advertisement in The Wall Street Journal describe conduct that was objectively quasi-governmental and is shielded by absolute immunity. Second, Weissman’s allegations about the television advertisements of NASDAQ describe its private business, which is not shielded by absolute immunity-
According to Weissman, the advertisement in The Wall Street Journal “discussed] ... the need for N[ASDAQ] listed companies to provide accurate financial reporting in accordance with Generally Accepted Accounting Princip[le]s (‘GAAP’), ‘supported by a Knowledgeable Audit Committee.’ ” The advertisement included “the slogan ‘The Responsibilities We All Share’ ” and “the headline ‘Keeping Our Markets True — It Is All About Character.’ ” It printed, “as ... endorsees] of these N[ASDAQ] goals,” the names of CEOs of some of the companies listed on the stock exchange. Among the names was Bernard J. Ebbers, identified as the CEO of WorldCom. I also accept as true, as Weissman alleged, that NASDAQ published the advertisement on April 11, 2002, “in the wake of the Enron fraud.” Because the subjective motivation of NASDAQ is irrelevant, I do not consider Weissman’s assertion that NASDAQ intended “to calm the markets” by publishing the advertisement.
A reasonable reader would understand the alleged content of the advertisement as a communication to the investing public that companies listed on NASDAQ must satisfy rigorous financial standards. A reasonable reader would understand the alleged reference to WorldCom, which is Weissman’s true grievance, as a communication to the investing public that World-Com was listed on the exchange and met the described requirements. The alleged statements in the newspaper advertisement are no different from an announcement of listing requirements or decisions on the NASDAQ website or in a NASDAQ press release.
Contrary to the conclusion of the majority, the allegations about the content of the advertisement in The Wall Street Journal describe an action by NASDAQ that objectively advanced delegated governmental functions. Decisions by NASDAQ to list or delist securities are among its delegated regulatory duties “to prevent fraudulent and manipulative acts and practices, ... promote just and equitable principles of trade, ... perfect the mechanism of a free and open market and a national market system, and, in general, ... protect investors and the public interest.” 15 U.S.C. § 78o — 3(b)(6); see also Sparta Surgical, 159 F.3d at 1214-15 (holding NASDAQ absolutely immune for the “quintessentially regulatory” decision to delist and suspend trading of a particular security). Communication of those listing requirements and decisions, as occurred in The Wall Street Journal, is no less quasi-governmental. See DL Capital Group, 409 F.3d at 98 (“[AJnnouncing the suspension or cancellation of trades is as much a part of [the] regulatory duties as is the actual suspension or cancellation of trades.”). Like the dissemination by NASDAQ of WorldCom financial statements, which the majority agrees is protected by absolute immunity, ante at 1295 n. 3, the communication in The Wall Street Journal “at the very least ... [was] undertaken pursuant to NASDAQ’s regulatory authority ‘to remove impediments and perfect’ the free market.” Weissman v. Nat’l Ass’n of Sec. Dealers, 468 F.3d 1306, 1311 (11th Cir.2006) (quoting 15 U.S.C. § 78o-3(b)(6)), vacated, 481 F.3d 1295 (11th Cir.2007).
The alleged context of the newspaper advertisement further proves that the advertisement objectively advanced delegated governmental functions. Weissman al*1302leges that, when NASDAQ published its advertisement in The Wall Street Journal, a recent financial scandal had undermined public confidence in the market. In the light of the Enron scandal, a reasonable reader of Weissman’s complaint would understand the advertisement as a communication of the integrity and fidelity of the market. Such a communication is part of the regulatory duties of NASDAQ to “perfect the mechanism of a free and open market and a national market system, and, in general, ... protect investors and the public interest.” 15 U.S.C. § 78o — 3(b)(6).
By contrast, Weissman’s few allegations about the television advertisements of NASDAQ do not describe conduct that objectively advanced delegated governmental functions. According to Weissman, NASDAQ “ran TV spots for its 100 Index Trust, better known as QQQ.” The advertisements began the week of September 24, 2001, and “feature[d] a group of companies included in the trust, specifically including and showing WorldCom.” Weiss-man asserted that the “key” subjective message was “that the world’s most successful, sought after companies, can be found on the N[ASDAQ] stock market.”
The 100 Index Trust, or QQQ, is a “ ‘bundled’ investment option.” The trust is a weighted blend of the 100 companies listed on NASDAQ that have the largest market capitalizations with the exception of banks and broker-dealers. An investor who purchases a share of QQQ has bought a piece of the trust. NASDAQ employs a formula, ordinarily on an annual basis, to generate the list of 100 companies.
A reasonable reader would understand the alleged advertisements as promoting the QQQ trust and explaining, as part of that promotion, that certain companies, such as WorldCom, were included in the trust. When taken in the light most favorable to Weissman, it is also reasonable to read the vague allegation that the advertisements “feature[d]” WorldCom as describing conduct that touted WorldCom. Unlike the communication of listing requirements and decisions in The Wall Street Journal, the express promotion or touting by NASDAQ of a particular stock fund or stock on the exchange does not perform any statutorily delegated governmental function. See 15 U.S.C. § 78o-3(b)(6). Although these advertisements allegedly aired soon after the terrorist attack on September 11, 2001, a reasonable reader would not understand the allegations to describe anything but private business. I agree with the majority that Weissman’s allegations about the television advertisements of NASDAQ describe its private business and do not describe conduct that is entitled to absolute immunity.
NASDAQ argues that the express promotion or touting of a particular stock fund or stock advances a delegated governmental function. NASDAQ contends that this conduct invites investors to trade on its market, which furthers its regulatory duty “to remove impediments to and perfect the mechanism of a free and open market.” Id. The problem with the argument of NASDAQ is that it depends on such a broad understanding of the regulatory duty to perfect the market that any conduct of NASDAQ would be considered quasi-governmental and shielded by absolute immunity. We extend absolute immunity to SROs only when they “stand[ ] in the shoes of the SEC.” D’Alessio, 258 F.3d at 105. Because the SEC would not promote or tout a particular stock fund or stock, NASDAQ is not entitled to absolute immunity when it does so.
It is a separate question whether Weiss-man’s sparse allegations about the television advertisements are enough to state a claim for relief. Although that issue is not before us, the district court may want to consider that the Supreme Court recently abrogated its oft-quoted observation that *1303“ ‘a complaint should not be dismissed for failure to state a claim unless it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief.’ ” Bell Atl. Corp. v. Twombly, 550 U.S.-, 127 S.Ct. 1955, 1968, 167 L.Ed.2d 929 (2007) (quoting Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct. 99, 102, 2 L.Ed.2d 80 (1957)). The Supreme Court rejected the notion that “a wholly conclusory statement of claim [can] survive a motion to dismiss whenever the pleadings le[ave] open the possibility that a plaintiff might later establish some ‘set of [undisclosed] facts’ to support recovery.” Id. Whether Weiss-man’s allegations about the bare mention of WorldCom in the television advertisements for the QQQ trust state a claim for relief, in the light of Twombly, may need to be revisited by the district court.
Although advertisements that promoted or touted certain stocks do not come within the scope of absolute immunity, advertisements that performed governmental functions deserve absolute immunity. The majority’s decision to expose NASDAQ to liability for its use of The Wall Street Journal to communicate its listing requirements will impede the ability of NASDAQ and other SROs to discharge their delegated duties and engage in “forceful self-regulation of the securities industry.” Barbara v. N.Y. Stock Exch., 99 F.3d 49, 59 (2d Cir.1996). The majority opinion creates a disincentive to use The Wall Street Journal and other media outlets to disseminate regulatory information, such as notices of the suspension or resumption of trading. Even in this internet age, print and television advertisements remain robust methods of communicating with the investing public. After this decision, SROs will be chilled in communicating with the public about the performance of their regulatory responsibilities. I would reverse the denial by the district court of absolute immunity to NASDAQ for the advertisement in The Wall Street Journal that Weissman alleged in his complaint.