36 Cited authorities

Tellabs v. Makor Issues Rights
551 U.S. 308 (2007) Cited 9,197 times 104 Legal Analyses
Holding that a strong inference is one that is "cogent and at least as compelling as any opposing inference"
Ernst Ernst v. Hochfelder
425 U.S. 185 (1976) Cited 3,488 times 39 Legal Analyses
Holding that Section 9(f) “contains a state-of-mind condition requiring something more than negligence”
Janus Capital Group Inc. v. First Derivative Traders
564 U.S. 135 (2011) Cited 568 times 104 Legal Analyses
Holding that a mutual fund adviser may not be found liable for a mutual fund's violation of SEC Rule 10b–5, in part because of “the narrow scope that [courts] must give the implied private right of action”
Santa Fe Industries, Inc. v. Green
430 U.S. 462 (1977) Cited 1,067 times 6 Legal Analyses
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
Southland Securities v. Inspire Ins. Solutions
365 F.3d 353 (5th Cir. 2004) Cited 1,152 times 8 Legal Analyses
Holding that when determining whether a statement made by a corporation was made with scienter it is “appropriate to look to the state of mind of the individual corporate official or officials who make or issue the statement ... rather than generally to the collective knowledge of all the corporation's officers and employees”
Plotkin v. IP Axess Inc.
407 F.3d 690 (5th Cir. 2005) Cited 968 times
Holding that a plaintiff must plead with “specificity as to the statements (or omissions) considered to be fraudulent, the speaker, when and why the statements were made, and an explanation of why they were fraudulent.”
Rosenzweig v. Azurix Corp.
332 F.3d 854 (5th Cir. 2003) Cited 1,002 times 3 Legal Analyses
Holding that district court did not abuse discretion in denying motion to amend complaint where "plaintiffs did not attach a proposed amended complaint," leaving district court to "speculate" about how additional facts might amount to a legal claim
Williams v. WMX Technologies, Inc.
112 F.3d 175 (5th Cir. 1997) Cited 1,039 times
Holding Rule 9(b) requires a plaintiff plead the "who, what, when, where, and how" of the alleged fraud
Financial Acquisition Partners LP v. Blackwell
440 F.3d 278 (5th Cir. 2006) Cited 368 times 1 Legal Analyses
Holding district court did not abuse its discretion in refusing to consider expert affidavit bolstering fraud claims that was attached to complaint on Rule 12(b) motion
ABC Arbitrage Plaintiffs Group v. Tchuruk
291 F.3d 336 (5th Cir. 2002) Cited 383 times 1 Legal Analyses
Holding that it was not an abuse of discretion to deny plaintiffs a third opportunity to sufficiently state a claim
Rule 9 - Pleading Special Matters
Fed. R. Civ. P. 9 Cited 39,122 times 321 Legal Analyses
Requiring that fraud be pleaded with particularity
Section 78u-4 - Private securities litigation
15 U.S.C. § 78u-4 Cited 7,503 times 50 Legal Analyses
Granting courts authority to permit discovery if necessary "to preserve evidence or to prevent undue prejudice to" a party
Section 78u-5 - Application of safe harbor for forward-looking statements
15 U.S.C. § 78u-5 Cited 1,263 times 21 Legal Analyses
Listing as an exclusion from the safe harbor "forward-looking statement in connection with a going private transaction"
Section 77o - Liability of controlling persons
15 U.S.C. § 77o Cited 805 times 8 Legal Analyses
Imposing liability on persons who "control[] any person liable" under §§ 11 or 12
Section 151 - Classes and series of stock; redemption; rights
Del. Code tit. 8 § 151 Cited 85 times
Requiring board approval of certificate of designations of preferred stock

Oklahoma Law Enforcement Retirement System v. Adeptus Health Inc. et al

36 Cited authorities

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

Holding that Section 9(f) “contains a state-of-mind condition requiring something more than negligence”

Holding that a mutual fund adviser may not be found liable for a mutual fund's violation of SEC Rule 10b–5, in part because of “the narrow scope that [courts] must give the implied private right of action”

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

Holding that a plaintiff must plead with “specificity as to the statements (or omissions) considered to be fraudulent, the speaker, when and why the statements were made, and an explanation of why they were fraudulent.”

Holding that district court did not abuse discretion in denying motion to amend complaint where "plaintiffs did not attach a proposed amended complaint," leaving district court to "speculate" about how additional facts might amount to a legal claim

Holding Rule 9(b) requires a plaintiff plead the "who, what, when, where, and how" of the alleged fraud

Holding district court did not abuse its discretion in refusing to consider expert affidavit bolstering fraud claims that was attached to complaint on Rule 12(b) motion

Holding that it was not an abuse of discretion to deny plaintiffs a third opportunity to sufficiently state a claim

Requiring that fraud be pleaded with particularity

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

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

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

Requiring board approval of certificate of designations of preferred stock