Boca Raton Firefighters & Police Pension Fund v. Bahash , 506 F. App'x 32 ( 2012 )


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  • 12-1776-cv
    Boca Raton Firefighters & Police Pension Fund v. Bahash
    UNITED STATES COURT OF APPEALS
    FOR THE SECOND CIRCUIT
    SUMMARY ORDER
    Rulings by summary order do not have precedential effect. Citation to a summary order filed on or
    after January 1, 2007, is permitted and is governed by Federal Rule of Appellate Procedure 32.1 and
    this Court’s Local Rule 32.1.1. When citing a summary order in a document filed with this Court, a
    party must cite either the Federal Appendix or an electronic database (with the notation “summary
    order”). A party citing a summary order must serve a copy of it on any party not represented by
    counsel.
    At a stated term of the United States Court of Appeals for the Second Circuit, held at the
    Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, in the City of New York, on
    the 20th day of December, two thousand twelve.
    PRESENT:
    JOSÉ A. CABRANES,
    REENA RAGGI,
    SUSAN L. CARNEY,
    Circuit Judges.
    _____________________________________
    BOCA RATON FIREFIGHTERS AND POLICE
    PENSION FUND,
    Plaintiff-Appellant,
    v.                                                         No. 12-1776-cv
    ROBERT J. BAHASH, MCGRAW-HILL
    COMPANIES, INC., HAROLD MCGRAW, III,
    Defendants-Appellees.
    _____________________________________
    FOR PLAINTIFF-APPELLANT:                                         SUSAN K. ALEXANDER (Sanford Svetcov,
    on the brief), Robbins Geller Rudman & Dowd
    LLP, San Francisco, CA; (David J. George,
    Douglas Wilens, Robert J. Robbins, on the
    1
    brief), Robbins Geller Rudman & Dowd LLP,
    Boca Raton, FL; (David A. Rosenfeld, Mario
    Alba, Jr., on the brief), Robbins Geller Rudman
    & Dowd LLP, Melville, NY.
    FOR DEFENDANTS-APPELLEES:                                              SUSAN BUCKLEY (Floyd Abrams, Tammy L.
    Roy, Jason M. Hall, on the brief), Cahill Gordon
    & Reindel LLP, New York, NY.
    Appeal from a judgment of the United States District Court for the Southern District of
    New York (Sidney H. Stein, Judge).
    UPON DUE CONSIDERATION WHEREOF, IT IS HEREBY ORDERED,
    ADJUDGED, AND DECREED that the judgment of the District Court is AFFIRMED.
    Plaintiff-appellant Boca Raton Firefighters and Police Pension Fund (the “Fund”), a putative
    class representative of similarly situated purchasers of McGraw-Hill stock between October 21, 2004
    and March 11, 2008, alleges that defendants-appellees McGraw-Hill Companies, Inc., and two of its
    corporate officers (collectively, “McGraw-Hill”) violated federal securities laws by making false and
    misleading statements about the operations of Standard & Poor’s Ratings Services (“S&P”), a
    subunit of McGraw-Hill. In essence, the Fund alleges that officers of McGraw-Hill made public
    statements about the honesty and integrity of S&P’s credit-ratings services while knowing that its
    ratings method was basically a sham. The Fund brought claims under Section 10(b) of the Securities
    Exchange Act of 1934, see 15 U.S.C. § 78j(b),1 and Rule 10b-5, see 
    17 C.F.R. § 240
    .10b-5,2
    promulgated thereunder, and it asserted control-person liability in violation of § 20(a) of the
    1
    15 U.S.C. § 78j(b) provides, in relevant part, that it shall be unlawful:
    To use or employ, in connection with the purchase or sale of any security registered on a national
    securities exchange or any security not so registered, or any securities-based swap agreement . . . any
    manipulative or deceptive device or contrivance in contravention of such rules and regulations as the
    Commission may prescribe as necessary or appropriate in the public interest or for the protection of
    investors.
    2
    
    17 C.F.R. § 240
    .10b-5 provides:
    It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of
    interstate commerce, or of the mails or of any facility of any national securities exchange,
    (a) To employ any device, scheme, or artifice to defraud,
    (b) To make any untrue statement of a material fact or to omit to state a material fact
    necessary in order to make the statements made, in the light of the circumstances under
    which they were made, not misleading, or
    (c) To engage in any act, practice, or course of business which operates or would operate as
    a fraud or deceit upon any person,
    in connection with the purchase or sale of any security.
    2
    Exchange Act, see 15 U.S.C. § 78t(a).3 The Fund’s legal theory depends not on the accuracy of the
    credit ratings themselves but rather on how securities-market participants would view McGraw-
    Hill’s stock in light of the company’s purportedly misleading statements about its credit-ratings
    services.
    In an order dated March 30, 2012, the District Court dismissed the Fund’s complaint under
    Rule 12(b)(6). The Court’s analysis is succinct and worth quoting in full:
    The Complaint fails to set forth “enough facts to state a claim for relief that is
    plausible on its face.” Bell Atl. Corp. v. Twombly, 
    550 U.S. 544
    , 570 (2007). Although
    plaintiffs’ Complaint identifies three categories of misstatements, none are
    actionable. In addition, the Complaint fails to allege facts sufficient to support an
    inference of scienter.
    First, plaintiffs allege that S&P misled investors by representing that it had
    “market lead[ing] software,” that it used “transparent and independent decision-
    making” to produce “independent and objective analysis,” and that “excelled” in its
    role. (Compl. ¶¶ 253, 271, 290, 297.) These statements are mere commercial
    puffery. “[I]ntegrity and risk management are ‘matters of great importance to
    investors,’” but general statements by a defendant that “it ‘set the standard for best
    practices in risk management’” are “precisely the type of puffery” that may not
    undergird a Section 10b-5 claim. In re JP Morgan Chase Sec. Litig., No. 02 Civ. 1282,
    
    2007 U.S. Dist. LEXIS 22948
    , at *35-36 (S.D.N.Y. Mar. 28, 2007) (citations
    omitted), aff’d sub nom. ECA & Local 134 IBEW Joint Pension Trust of Chicago v. JP
    Morgan Chase Co., 
    553 F.3d 187
     (2d Cir. 2009).
    Second, plaintiffs allege that defendants “misled the market as to the frequency
    and quality of its ratings surveillance” by concealing that S&P’s surveillance was
    “perpetually late” and its surveillance group was “over-worked, under-staffed, and
    underfunded.” (Compl. ¶ 256; see also id. ¶¶ 261, 270, 328.) Missing from plaintiffs’
    pleadings, however, are the statements that these alleged facts render misleading.
    Thus, this claim falls short of the PSLRA’s particularity threshold, 15 U.S.C. § 78u-
    4(b). See Tellabs, Inc. v. Makor Issues & Rights, Ltd., 
    551 U.S. 308
    , 321 (2007).
    3   15 U.S.C. § 78t(a) provides as follows:
    Every person who, directly or indirectly, controls any person liable under any provision of this chapter
    or of any rule or regulation thereunder shall also be liable jointly and severally with and to the same
    extent as such controlled person to any person to whom such controlled person is liable (including to
    the Commission in any action brought under paragraph (1) or (3) of section 78u(d) of this title),
    unless the controlling person acted in good faith and did not directly or indirectly induce the act or
    acts constituting the violation or cause of action.
    3
    Third, plaintiffs challenge McGraw-Hill’s financial reports because “the overly
    positive statements describing those numbers were misleading in light of the
    concealed manner in which they were achieved.” (Pls.’ Opp. 14.) But plaintiffs
    admit that the reported earnings figures were accurate, (see id.), and a defendant’s
    failure to disclose that its earnings were unsustainable is not securities fraud. See In re
    Axis Capital Holdings Ltd. Sec. Litig., 
    456 F. Supp. 2d 576
    , 587 (S.D.N.Y. 2006).
    Finally, plaintiffs have failed to allege facts that constitute “strong circumstantial
    evidence of conscious misbehavior or recklessness.” ECA & Local 134, 
    553 F.3d at 198
    . Plaintiffs have not set forth facts to support the inference that either McGraw
    or Bahash knew of facts or had access to information that contradicted either man’s
    statements. See Teamsters Local 445 Freight Div. Pension Fund v. Dynex Capital Inc., 
    531 F.3d 190
    , 196 (2d Cir. 2008).
    Dist. Ct. Op. 2-3.
    On appeal, the Fund contests each aspect of the District Court’s opinion. With regard to
    the Fund’s purported failure to allege actionable false or misleading statements, the Fund argues that
    McGraw-Hill’s statements about its objectivity were not mere puffery, that it adequately pleaded
    misleading statements regarding McGraw-Hill’s surveillance, and that McGraw-Hill’s financial
    reports were misleading. With regard to scienter, the Fund argues that a plethora of pleaded facts
    supply a strong inference of scienter on the part of McGraw-Hill. We assume the parties’ familiarity
    with the facts and procedural history of this case.
    DISCUSSION
    A.
    We review de novo “the dismissal of a complaint under Rule 12(b)(6), accepting all factual
    allegations as true and drawing all reasonable inferences in favor of the plaintiff.” ECA & Local 134
    IBEW Joint Pension Trust of Chicago v. JP Morgan Chase Co., 
    553 F.3d 187
    , 196 (2d Cir. 2009). “To
    survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to
    state a claim to relief that is plausible on its face.” Ashcroft v. Iqbal, 
    556 U.S. 662
    , 678 (2009) (internal
    quotation marks omitted). “A claim has facial plausibility when the plaintiff pleads factual content
    that allows the court to draw the reasonable inference that the defendant is liable for the misconduct
    alleged.” 
    Id.
     “[C]ourts must consider the complaint in its entirety,” assessing “whether all of the
    facts alleged, taken collectively, give rise” to the required inferences. See Tellabs, Inc. v. Makor Issues &
    Rights, Ltd., 
    551 U.S. 308
    , 322-23 (2007).
    4
    Additionally, a complaint alleging a violation of § 10(b) and Rule 10b-5 must also satisfy the
    heightened pleading requirements of Rule 9(b) of the Federal Rules of Civil Procedure and the rules
    set out in the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). See 15 U.S.C. § 78u-
    4(b); Tellabs, 
    551 U.S. at 321
    . Under Rule 9(b), allegations of fraud must be “state[d] with
    particularity.” Fed. R. Civ. P. 9(b). “To satisfy this requirement the plaintiff must (1) specify the
    statements that the plaintiff contends were fraudulent, (2) identify the speaker, (3) state where and
    when the statements were made, and (4) explain why the statements were fraudulent.” Anschutz
    Corp. v. Merrill Lynch & Co., 
    690 F.3d 98
    , 108 (2d Cir. 2012) (internal quotation marks omitted).
    Moreover, the PSLRA requires that “securities fraud complaints ‘specify’ each misleading statement;
    that they set forth the facts ‘on which [a] belief’ that a statement is misleading was ‘formed’; and that
    they ‘state with particularity facts giving rise to a strong inference that the defendant acted with the
    required state of mind.’” Dura Pharms., Inc. v. Broudo, 
    544 U.S. 336
    , 345 (2005) (quoting 15 U.S.C.
    § 78u-4(b)(1), (2)).
    Section 10(b) “prohibit[s] the full range of ingenious devices that might be used to
    manipulate securities prices,” but it does not reach mere “instances of corporate mismanagement.”
    Santa Fe Indus., Inc. v. Green, 
    430 U.S. 462
    , 477 (1977). As the Supreme Court has explained, a
    contrary understanding of § 10(b) would “bring within the Rule a wide variety of corporate conduct
    traditionally left to state regulation,” thus “posing a danger of vexatious litigation which could result
    from a widely expanded class of plaintiffs under Rule 10b-5.” Id. at 478-79. To prevail on their
    claim that McGraw-Hill violated § 10(b) and Rule 10b-5, the Fund must prove “(1) a material
    misrepresentation or omission by the defendant; (2) scienter; (3) a connection between the
    misrepresentation or omission and the purchase or sale of a security; (4) reliance upon the
    misrepresentation or omission; (5) economic loss; and (6) loss causation.” Matrixx Initiatives, Inc. v.
    Siracusano, 
    131 S. Ct. 1309
    , 1317 (2011) (quotation marks omitted). At issue in this appeal are the
    first two of these elements.
    B.
    Having reviewed the pleadings de novo,4 we agree with the District Court’s well-reasoned
    analysis, which we briefly review. The Fund identifies a variety of statements allegedly constituting
    4 The Fund also requests that we take judicial notice of the substance of materials recently unsealed in another case.
    That motion is denied, as the substance of the deposition testimony at issue is neither undisputed, nor relevant to the
    question at hand, which is whether the complaint presents sufficient allegations to survive a motion to dismiss. See
    Garanti Finansal Kiralama A.S. v. Aqua Marine & Trading Inc., 
    697 F.3d 59
    , 63 n.4 (2d Cir. 2012) (explaining why, with
    exceptions not applicable here, matters outside the pleadings are not properly within the scope of a court’s review of a
    motion to dismiss under Rule 12); Int’l Star Class Yacht Racing Ass’n v. Tommy Hilfiger U.S.A., Inc., 
    146 F.3d 66
    , 70-71 (2d
    Cir. 1998) (testimony from another case that is not common knowledge or derived from an unimpeachable source is not
    properly subject to judicial notice). For the same reason, we grant McGraw-Hill’s motion to strike references in the
    Fund’s reply brief to these materials. Under the circumstances, “we see no reason to allow [the Fund] to effectively
    amend [its] complaint on appeal.” Kendall v. Emps. Ret. Plan of Avon Prods., 
    561 F.3d 112
    , 117 (2d Cir. 2009).
    5
    material misrepresentations or omissions by the defendant. “The materiality of a misstatement
    depends on whether ‘there is a substantial likelihood that a reasonable shareholder would consider it
    important in deciding how to [act].’” ECA, 
    553 F.3d at 197
     (quoting Basic Inc. v. Levinson, 
    485 U.S. 224
    , 231 (1988)). “In other words, in order for the misstatement to be material, ‘there must be a
    substantial likelihood that the disclosure of the omitted fact would have been viewed by the
    reasonable investor as having significantly altered the “total mix” of information made available.’”
    
    Id.
     (quoting Basic Inc., 
    485 U.S. at 231-32
    ). This inquiry is “fact-specific” and “depends on all
    relevant circumstances.” 
    Id.
     We have further explained:
    Because materiality is a mixed question of law and fact, in the context of a Fed. R.
    Civ. P. 12(b)(6) motion, a complaint may not properly be dismissed . . . on the
    ground that the alleged misstatements or omissions are not material unless they are
    so obviously unimportant to a reasonable investor that reasonable minds could not
    differ on the question of their importance.
    
    Id.
     (internal quotation marks omitted; alteration in original). However, we will not credit mere
    business “puffery,” which we have defined in this context as “statements [that] are too general to
    cause a reasonable investor to rely upon them.” Id. at 206. For instance, generalizations about a
    company’s business practices and integrity may be “so general that a reasonable investor would not
    depend on [those statements].” Id.
    The statements alleged in the Fund’s complaint regarding McGraw-Hill’s integrity and
    credibility and the objectivity of S&P’s credit ratings are the type of mere “puffery” that we have
    previously held to be not actionable. For instance, in a conference call in October 2004 to discuss
    McGraw-Hill’s quarterly financial results, a McGraw-Hill representative asserted that S&P’s recently
    posted code of practices and procedures “underscores our own dedication towards transparent and
    independent decision-making process.” App’x 136-37 (¶ 253). In another conference call in July
    2006, McGraw purportedly claimed that “[t]he integrity, reliability and credibility of S&P has enabled
    us to compete successfully in an increasingly global and complex market, and that is true today and
    we are confident it will be so in the future.” Id. at 191-92 (¶ 302).
    The Fund argues that these statements are distinguishable from the “puffery” we identified
    in ECA because McGraw-Hill’s statements were “directly related” to its credit-ratings service and
    were not “about the general integrity of McGraw-Hill as a company.” Appellant’s Br. 48. The
    “puffery” designation, however, stems from the generic, indefinite nature of the statements at issue,
    not their scope. See City of Omaha, Neb. Civilian Emps.’ Ret. Sys. v. CBS Corp., 
    679 F.3d 64
    , 67 (2d Cir.
    2012) (distinguishing “matters of objective fact” from “misstatements regarding opinion” (internal
    quotation marks and alteration omitted)). Otherwise, we would “bring within the sweep of federal
    securities laws many routine representations made by investment institutions.” ECA, 
    553 F.3d at
                                                     6
    206. In short, no reasonable purchaser of McGraw-Hill common stock would view statements such
    as these as meaningfully altering the mix of available information about the company.
    We also agree with the District Court’s conclusion that the complaint’s allegations with
    respect to McGraw-Hill’s oversight and surveillance procedures “fall[ ] short of the PSLRA’s
    particularity threshold.” Dist. Ct. Op. 2 (citing 15 U.S.C. § 78u-4(b)). Indeed, the 280-page
    complaint consists in large part of large block quotations with italicized text, followed by a passage
    that reads “[t]he statements referenced in [the preceding paragraphs] were each materially false and
    misleading when made for the reasons set forth in ¶ 256 and the factual detail contained throughout
    this Complaint.”5 See, e.g., App’x 147 (¶ 261); id. 153 (¶ 270); id. 162 (¶ 276); id. 168 (¶ 280); id. 179
    (¶ 289). The frequently cross-referenced paragraph 256 says that the statements in three of the
    preceding paragraphs “were each materially false and misleading when made as they misrepresented
    and/or omitted adverse facts which then existed and disclosure of which was necessary to make the
    statements not false and/or misleading.” Id. at 139 (¶ 256). The paragraph then provides a bullet-
    point list (running over a page) of “true facts, which were then known to or recklessly disregarded
    by each of the Defendants.” Id. Other paragraphs use the same structure, alleging “true facts” that
    were “then known to or recklessly disregarded by each of the Defendants,” but these paragraphs do
    not identify or clearly cross-reference any facts demonstrating a strong inference of scienter.
    As we explained above, a complaint alleging a violation of Rule 10b-5 must (1) meet the
    four-part requirement6 under Rule 9(b); (2) “set forth the facts ‘on which [a] belief’ that a statement
    is misleading was ‘formed,’; and [(3)] ‘state with particularity facts giving rise to a strong inference
    that the defendant acted with the required state of mind.’” Dura Pharms., 
    544 U.S. at 345
     (quoting 15
    U.S.C. § 78u-4(b)(1), (2)). The Fund’s complaint fell far short of this standard, basically leaving the
    District Court to search the long quotations in the complaint for particular false statements, and
    then determine on its own initiative how and why the statements were false and how other facts
    might show a strong inference of scienter. Needless to say, asking the Court to assess the truth of
    facts in light of “the factual detail contained throughout this Complaint,” see, e.g., App’x 147 (¶ 261),
    does not comport with our exhortation that plaintiffs “must demonstrate with specificity why and
    how” each statement is materially false or misleading. Rombach v. Chang, 
    355 F.3d 164
    , 174 (2d Cir.
    2004).
    Lastly, the Fund argues that McGraw-Hill’s statements about its earnings were actionable,
    even though literally true, because they did not acknowledge the long-term unsustainability of its
    5As a preliminary matter, we note that this oft-repeated sentence is a grammatical nightmare. McGraw-Hill’s statements
    were not “made for . . . the factual detail contained throughout this Complaint.”
    6 “To satisfy [Rule 9(b)] the plaintiff must (1) specify the statements that the plaintiff contends were fraudulent,
    (2) identify the speaker, (3) state where and when the statements were made, and (4) explain why the statements were
    fraudulent.” Anschutz Corp., 690 F.3d at 107-08 (internal quotation marks omitted).
    7
    business model. See Appellant Br. 52-60. This argument is easily rejected. Whatever the scope of
    the responsibility not to make statements that constitute “half-truths,” that surely does not apply to
    the reporting of unmanipulated corporate earnings. See In re Int’l Bus. Machs. Corp. Sec. Litig., 
    163 F.3d 102
    , 108 (2d Cir. 1998) (noting that a report about current dividends “contain[ed] no long-term
    guarantee or assurance that the dividend will be paid at a specific level for a foreseeable time”). To
    the extent that investors might impute a positive corporate outlook from omissions in earnings
    reports, we have explained that general expressions of corporate optimism are “too indefinite to be
    actionable under the securities laws.” 
    Id.
     As the Sixth Circuit succinctly observed, “[i]t is clear that a
    violation of federal securities law cannot be premised upon a company’s disclosure of accurate
    historical data.” In re Sofamor Danek Group, Inc., 
    123 F.3d 394
    , 401 n.3 (6th Cir. 1997).
    C.
    Given the lack of actionable false or misleading statements, we need not proceed any
    further, though we also agree with the District Court’s assessment that the complaint failed to “‘state
    with particularity facts giving rise to a strong inference that the defendant acted with the required
    state of mind.’” Dura Pharms., 
    544 U.S. at 345
     (quoting 15 U.S.C. § 78u-4(b)(2)(A)). As it is
    understood in this context, scienter refers to “a mental state embracing intent to deceive,
    manipulate, or defraud” investors. Matrixx Initiatives, 
    131 S. Ct. at 1323
     (quotation marks omitted).7
    Applying the relevant pleading standards, “we require the complaint to allege facts that give rise to a
    strong inference of fraudulent intent.” In re Carter-Wallace, Inc., Sec. Litig., 
    220 F.3d 36
    , 39 (2d Cir.
    2000) (internal quotation marks omitted)).
    The Fund’s complaint left the District Court to determine on its own initiative how and why
    the other alleged facts in the 280-page complaint might show a strong inference of scienter, thus
    falling far short of the particularity required in fraud claims brought under § 10(b) and Rule 10b-5.
    This defect is especially problematic here, where the underlying theory of securities fraud vacillates
    within the complaint. For instance, the complaint criticizes S&P for being more focused on
    “pragmatic business decision[s]” than serving the interests of those who relied on its ratings, App’x
    99 (¶ 172), and that its business practices reflected a “scheme to pursue market share at all costs,” id.
    at 104 (¶ 181). Elsewhere, executives are alleged to have defrauded McGraw-Hill investors by acting
    “to the benefit of the Company.” Id. at 112 (¶ 209). These statements would seem to negate—not
    support—a strong inference of intent to defraud McGraw-Hill investors.
    7 “In addition to intent, recklessness is a sufficiently culpable mental state for securities fraud in this circuit. . . .
    Recklessness is defined as ‘at the least, an extreme departure from the standards of ordinary care to the extent that the
    danger was either known to the defendant or so obvious that the defendant must have been aware of it.’” ECA, 
    553 F.3d at 198
     (quoting Novak v. Kasaks, 
    216 F.3d 300
    , 308 (2d Cir. 2000)).
    8
    In the end, the complaint relies on an assumption that McGraw-Hill executives were
    prescient, understanding not only the weaknesses of the services they were offering but also the
    imminent detrimental effect that those weaknesses would have on the company’s stock price once
    the financial markets collapsed. See, e.g., App’x 26 (¶ 12), id. at 172 (¶ 284). This is a prescience that
    the complaint does not adequately demonstrate. Whatever the failings of S&P’s business model, the
    well-pleaded factual allegations do not give rise to a strong inference that McGraw-Hill executives
    misled investors about S&P’s services in an effort to artificially inflate McGraw-Hill’s stock price.
    CONCLUSION
    We have considered the Fund’s arguments on appeal and find them to be without merit.
    Accordingly, for the reasons stated above, we AFFIRM the judgment of the District Court.
    Moreover, for the reasons stated above, the Appellant’s motion for judicial notice (dated
    August 10, 2012) is DENIED, and the Appellees’ motion to strike (dated August 23, 2012) is
    GRANTED.
    FOR THE COURT:
    Catherine O’Hagan Wolfe, Clerk
    9
    

Document Info

Docket Number: 12-1776-cv

Citation Numbers: 506 F. App'x 32

Judges: Cabranes, Carney, Jose, Raggi, Reena, Susan

Filed Date: 12/20/2012

Precedential Status: Non-Precedential

Modified Date: 8/5/2023

Authorities (18)

City of Omaha, Nebraska Civilian Employees' Retirement ... , 679 F.3d 64 ( 2012 )

ECA, Local 134 IBEW Joint Pension Trust of Chicago v. JP ... , 553 F.3d 187 ( 2009 )

myrna-rombach-on-behalf-of-herself-and-all-others-similarly-situated , 355 F.3d 164 ( 2004 )

international-star-class-yacht-racing-association , 146 F.3d 66 ( 1998 )

Teamsters Local 445 Freight Division Pension Fund v. Dynex ... , 531 F.3d 190 ( 2008 )

Kendall v. Employees Retirement Plan of Avon Products , 561 F.3d 112 ( 2009 )

carol-novak-robert-nieman-joseph-desena-on-behalf-of-themselves-and-all , 216 F.3d 300 ( 2000 )

fed-sec-l-rep-p-90328-in-re-international-business-machines-corporate , 163 F.3d 102 ( 1998 )

fed-sec-l-rep-p-99510-in-re-sofamor-danek-group-inc-bruce-g-murphy , 123 F.3d 394 ( 1997 )

in-re-carter-wallace-inc-securities-litigation-eugene-honeyman , 220 F.3d 36 ( 2000 )

Santa Fe Industries, Inc. v. Green , 97 S. Ct. 1292 ( 1977 )

Basic Inc. v. Levinson , 108 S. Ct. 978 ( 1988 )

Dura Pharmaceuticals, Inc. v. Broudo , 125 S. Ct. 1627 ( 2005 )

In Re Axis Capital Holdings Ltd. Securities Lit. , 456 F. Supp. 2d 576 ( 2006 )

Bell Atlantic Corp. v. Twombly , 127 S. Ct. 1955 ( 2007 )

Tellabs, Inc. v. Makor Issues & Rights, Ltd. , 127 S. Ct. 2499 ( 2007 )

Ashcroft v. Iqbal , 129 S. Ct. 1937 ( 2009 )

Matrixx Initiatives, Inc. v. Siracusano , 131 S. Ct. 1309 ( 2011 )

View All Authorities »