40 Cited authorities

Ashcroft v. Iqbal
556 U.S. 662 (2009) Cited 251,282 times 279 Legal Analyses
Holding that a claim is plausible where a plaintiff's allegations enable the court to draw a "reasonable inference" the defendant is liable
Foman v. Davis
371 U.S. 178 (1962) Cited 28,529 times 4 Legal Analyses
Holding that an appeal was improperly dismissed when the record as a whole — including a timely but incomplete notice of appeal and a premature but complete notice — revealed the orders petitioner sought to appeal
Basic Inc. v. Levinson
485 U.S. 224 (1988) Cited 3,342 times 301 Legal Analyses
Holding that the District Court appropriately certified the class based on the presumption of reliance
In re Burlington Coat Factory
114 F.3d 1410 (3d Cir. 1997) Cited 7,608 times 4 Legal Analyses
Holding that a court may consider a "document integral to or explicitly relied upon in the complaint" when deciding a motion to dismiss
TSC Industries, Inc. v. Northway, Inc.
426 U.S. 438 (1976) Cited 2,477 times 67 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"
Gustafson v. Alloyd Co.
513 U.S. 561 (1995) Cited 995 times 10 Legal Analyses
Holding that § 12 does not apply to secondary market transactions as the statute's inclusion of the term “prospectus” evinces an intent to limit the Sections's scope solely to the initial public offering
Herman MacLean v. Huddleston
459 U.S. 375 (1983) Cited 1,309 times 11 Legal Analyses
Holding that an express remedy under § 11 of the 1933 Act for misleading registration statements did not preclude an overlapping implied private cause of action for fraudulent misrepresentation under § 10(b) of the 1934 Act
Lormand v. US Unwired, Inc.
565 F.3d 228 (5th Cir. 2009) Cited 2,063 times 1 Legal Analyses
Holding that warnings "d[id] not qualify as meaningful cautionary language" because they "did not disclose that defendants knew from past experience that the [risks] posed an imminent threat of business and financial ruin and that some damage from these risks had already materialized"
Ganino v. Citizens Utilities Co.
228 F.3d 154 (2d Cir. 2000) Cited 958 times 2 Legal Analyses
Holding on the basis of Staff Accounting Bulletin No. 99 that "numerical benchmark" are informative but not the "exclusive" test
Oxford Asset Management, Ltd. v. Jaharis
297 F.3d 1182 (11th Cir. 2002) Cited 756 times
Holding conclusory allegations are insufficient to state a claim
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 344,310 times 920 Legal Analyses
Granting the court discretion to exclude matters outside the pleadings presented to the court in defense of a motion to dismiss
Rule 15 - Amended and Supplemental Pleadings
Fed. R. Civ. P. 15 Cited 90,116 times 91 Legal Analyses
Finding that, per N.Y. C.P.L.R. § 1024, New York law provides a more forgiving principle for relation back in the context of naming John Doe defendants described with particularity in the complaint
Rule 9 - Pleading Special Matters
Fed. R. Civ. P. 9 Cited 38,817 times 316 Legal Analyses
Permitting "[m]alice, intent, knowledge, and other conditions of a person's mind [to] be alleged generally"
Section 77k - Civil liabilities on account of false registration statement
15 U.S.C. § 77k Cited 2,111 times 80 Legal Analyses
Holding liable for a false registration statement "every person who was a director of . . . or partner in the issuer" at time of filing
Section 77o - Liability of controlling persons
15 U.S.C. § 77o Cited 799 times 8 Legal Analyses
Imposing liability on persons who "control[] any person liable" under §§ 11 or 12
Section 229.303 - (Item 303) Management's discussion and analysis of financial condition and results of operations
17 C.F.R. § 229.303 Cited 420 times 35 Legal Analyses
Requiring the disclosure of "any known trends or uncertainties that have had or that the registrant reasonably expects will have a material favorable or unfavorable impact on net sales or revenues or income from continuing operations"
Section 229.103 - (Item 103) Legal proceedings
17 C.F.R. § 229.103 Cited 39 times 7 Legal Analyses
Requiring disclosure of "any material pending legal proceedings, other than ordinary routine litigation incidental to the business"

Bauer v. Prudential Financial, Inc. et al

40 Cited authorities

Holding that a claim is plausible where a plaintiff's allegations enable the court to draw a "reasonable inference" the defendant is liable

Holding that an appeal was improperly dismissed when the record as a whole — including a timely but incomplete notice of appeal and a premature but complete notice — revealed the orders petitioner sought to appeal

Holding that the District Court appropriately certified the class based on the presumption of reliance

Holding that a court may consider a "document integral to or explicitly relied upon in the complaint" when deciding a motion to dismiss

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"

Holding that § 12 does not apply to secondary market transactions as the statute's inclusion of the term “prospectus” evinces an intent to limit the Sections's scope solely to the initial public offering

Holding that an express remedy under § 11 of the 1933 Act for misleading registration statements did not preclude an overlapping implied private cause of action for fraudulent misrepresentation under § 10(b) of the 1934 Act

Holding that warnings "d[id] not qualify as meaningful cautionary language" because they "did not disclose that defendants knew from past experience that the [risks] posed an imminent threat of business and financial ruin and that some damage from these risks had already materialized"

Holding on the basis of Staff Accounting Bulletin No. 99 that "numerical benchmark" are informative but not the "exclusive" test

Holding conclusory allegations are insufficient to state a claim

Granting the court discretion to exclude matters outside the pleadings presented to the court in defense of a motion to dismiss

Finding that, per N.Y. C.P.L.R. § 1024, New York law provides a more forgiving principle for relation back in the context of naming John Doe defendants described with particularity in the complaint

Permitting "[m]alice, intent, knowledge, and other conditions of a person's mind [to] be alleged generally"

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

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

Requiring the disclosure of "any known trends or uncertainties that have had or that the registrant reasonably expects will have a material favorable or unfavorable impact on net sales or revenues or income from continuing operations"

Requiring disclosure of "any material pending legal proceedings, other than ordinary routine litigation incidental to the business"