Bell Atl. Corp. v. Twombly

Holding that a complaint's allegations should "contain sufficient factual matter, accepted as true, to 'state a claim to relief that is plausible on its face' "

Tellabs v. Makor Issues Rights

Holding that a strong inference is one that is "cogent and at least as compelling as any opposing inference"

Dura Pharmaceuticals v. Broudo

Holding that the securities statutes have a private of action “not to provide investors with broad insurance against market losses, but to protect them against those economic losses that misrepresentations actually cause”

Stoneridge Investment Partners, LLC v. Scientific-Atlanta, Inc.

Holding that the fraud-on-the-market presumption did not apply because business partners' "deceptive acts were not communicated to the public"

ATSI Communications, Inc. v. Shaar Fund, Ltd.

Holding that because "a plaintiff must show . . . a primary violation by the controlled person" in order to "establish a prima facie case of control[-]person liability," a plaintiff who "fails to allege any primary violation . . . cannot establish control[-]person liability"

Merrill v. Dabit

Holding that state law class action securities fraud claims brought by “holders” of securities are, just like those of “purchasers” and “sellers,” preempted by the Securities Litigation Uniform Standards Act

Santa Fe Industries, Inc. v. Green

Holding that the Securities Exchange Act is limited in scope to its textual provisions and does not conflict with state law regarding corporate misconduct, particularly corporate mismanagement

Virginia Bankshares, Inc. v. Sandberg

Holding that § 14 liability may not be established on "mere disbelief or undisclosed motive without any demonstration that the proxy statement was false or misleading"

Novak v. Kasaks

Holding section 78u-4(b) does not literally require pleading of all facts, so long as facts pleaded provide adequate basis for believing statements were false

Rombach v. Chang

Holding that complaint may establish scienter through facts showing that defendants "had both motive and opportunity to commit fraud"

Section 78j - Manipulative and deceptive devices

Granting SEC power to establish rules to further statute forbidding manipulative or deceptive devices in connection with purchase or sale of securities

Section 78u-4 - Private securities litigation

Granting courts authority to permit discovery if necessary "to preserve evidence or to prevent undue prejudice to" a party

Section 77k - Civil liabilities on account of false registration statement

Holding liable for a false registration statement "every person who was a director of . . . or partner in the issuer" at time of filing

Section 78n - Proxies

Incorporating § 78m(d) by reference

Section 78u-5 - Application of safe harbor for forward-looking statements

Listing as an exclusion from the safe harbor "forward-looking statement in connection with a going private transaction"

Section 77l - Civil liabilities arising in connection with prospectuses and communications

Authorizing relief if the offering documents contain just one untrue statement of material fact

Section 77o - Liability of controlling persons

Imposing liability on persons who "control[] any person liable" under §§ 11 or 12

Section 77z-1 - Private securities litigation

Discussing "[t]otal attorneys' fees and expenses" that can be awarded by court

Section 240.10b-5 - Employment of manipulative and deceptive devices

Holding liable any person who "make any untrue statement of material fact"

Section 240.14a-9 - False or misleading statements

Stating that a proxy statement shall not "contain any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading"

Section 229.303 - (Item 303) Management's discussion and analysis of financial condition and results of operations

Imposing obligation to "[d]escribe any known trends or uncertainties that . . . are reasonably likely to have a material . . . unfavorable impact on net sales or revenues . . . from continuing operations"

Section 229.305 - (Item 305) Quantitative and qualitative disclosures about market risk