§Why CasetextPricing

Ashford Hospitality Prime Inc v. Sessa Capital (Master) LP et al

Brief/Memorandum in Support

32 Cited authorities

  1. Ashcroft v. Iqbal

    556 U.S. 662 (2009)   Cited 260,142 times   281 Legal Analyses
    Holding court need not credit "mere conclusory statements" in complaint

  2. Bell Atl. Corp. v. Twombly

    550 U.S. 544 (2007)   Cited 273,590 times   368 Legal Analyses
    Holding that allegations of conduct that are merely consistent with wrongdoing do not state a claim unless "placed in a context that raises a suggestion of" such wrongdoing

  3. TSC Industries, Inc. v. Northway, Inc.

    426 U.S. 438 (1976)   Cited 2,506 times   69 Legal Analyses
    Holding that materiality may be resolved at summary judgment "if the established omissions are so obviously important to an investor that reasonable minds cannot differ on the question of materiality"

  4. Ramming v. U.S.

    281 F.3d 158 (5th Cir. 2001)   Cited 3,502 times
    Holding that a court ruling on a Rule 12(b) motion may evaluate “ the complaint alone, the complaint supplemented by undisputed facts evidenced in the record, or the complaint supplemented by undisputed facts plus the court's resolution of disputed facts”

  5. Virginia Bankshares, Inc. v. Sandberg

    501 U.S. 1083 (1991)   Cited 614 times   22 Legal Analyses
    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"

  6. California Public Employees' Retirement System v. Chubb Corp.

    394 F.3d 126 (3d Cir. 2004)   Cited 1,287 times   4 Legal Analyses
    Holding that confidential witness allegations lacked sufficient sources when brief job descriptions, such as “senior customer service team leader,” did not show how the confidential witnesses could “possess information that the standard commercial business was succeeding or failing on a national level”

  7. Williamson v. Tucker

    645 F.2d 404 (5th Cir. 1981)   Cited 2,647 times   5 Legal Analyses
    Holding that experience on the Frito-Lay board was "business experience and knowledge adequate to the exercise of partnership powers in a real estate joint venture."

  8. Kaiser Aluminum, Etc. v. Avondale Shipyards

    677 F.2d 1045 (5th Cir. 1982)   Cited 1,991 times   2 Legal Analyses
    Holding that, when a counterclaim showed that a contract was executed outside the limitations period, the "counterclaim on its face appears to reveal the existence of an affirmative defense to it, which would make the granting of a Rule 12(b) dismissal proper"

  9. Truman v. U.S.

    26 F.3d 592 (5th Cir. 1994)   Cited 231 times
    Holding intentional infliction claim not barred by assault or battery exceptions because elements of these latter torts were not alleged

  10. Resnik v. Swartz

    303 F.3d 147 (2d Cir. 2002)   Cited 139 times
    Rejecting a challenge to a similar statement, in part because, as here, the statement was contained in a footnote to a table describing options already granted to executives who were not covered by the plan at issue

  11. Rule 12 - Defenses and Objections: When and How Presented; Motion for Judgment on the Pleadings; Consolidating Motions; Waiving Defenses; Pretrial Hearing

    Fed. R. Civ. P. 12   Cited 354,229 times   943 Legal Analyses
    Granting the court discretion to exclude matters outside the pleadings presented to the court in defense of a motion to dismiss

  12. Rule 5 - Serving and Filing Pleadings and Other Papers

    Fed. R. Civ. P. 5   Cited 22,753 times   16 Legal Analyses
    Allowing service by filing papers with the court's electronic-filing system

  13. Section 78u-4 - Private securities litigation

    15 U.S.C. § 78u-4   Cited 7,592 times   52 Legal Analyses
    Granting courts authority to permit discovery if necessary "to preserve evidence or to prevent undue prejudice to" a party

  14. Section 78u - Investigations and actions

    15 U.S.C. § 78u   Cited 2,326 times   86 Legal Analyses
    Granting the SEC the power to seek civil penalties for violations of the Exchange Act

  15. Section 240.14a-9 - False or misleading statements

    17 C.F.R. § 240.14a-9   Cited 607 times   7 Legal Analyses
    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"