101 Cited authorities

Tellabs v. Makor Issues Rights
551 U.S. 308 (2007) Cited 9,121 times 104 Legal Analyses
Holding that a strong inference is one that is "cogent and at least as compelling as any opposing inference"
In re Burlington Coat Factory
114 F.3d 1410 (3d Cir. 1997) Cited 7,650 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 2,479 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"
Herman MacLean v. Huddleston
459 U.S. 375 (1983) Cited 1,311 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 2,079 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"
Chiarella v. United States
445 U.S. 222 (1980) Cited 978 times 40 Legal Analyses
Holding that duty to disclose under Rule 10b-5 arises from fiduciary relationship
Virginia Bankshares, Inc. v. Sandberg
501 U.S. 1083 (1991) Cited 609 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"
Novak v. Kasaks
216 F.3d 300 (2d Cir. 2000) Cited 1,597 times 9 Legal Analyses
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
355 F.3d 164 (2d Cir. 2004) Cited 1,388 times 5 Legal Analyses
Holding that complaint may establish scienter through facts showing that defendants "had both motive and opportunity to commit fraud"
Sparling v. Daou
411 F.3d 1006 (9th Cir. 2005) Cited 1,285 times 5 Legal Analyses
Holding that scienter is an element of § 10(b) 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 345,885 times 922 Legal Analyses
Granting the court discretion to exclude matters outside the pleadings presented to the court in defense of a motion to dismiss
Section 78u-4 - Private securities litigation
15 U.S.C. § 78u-4 Cited 7,465 times 48 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 1,258 times 21 Legal Analyses
Noting that under the statutory safe harbor, a defendant may avoid liability for any forward-looking statement that is false or misleading if the statement is "identified as a forward-looking statement, and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those in the forward-looking statement"
Section 240.10b-5 - Employment of manipulative and deceptive devices
17 C.F.R. § 240.10b-5 Cited 9,197 times 133 Legal Analyses
Holding liable any person who "make any untrue statement of material fact"

Building Trades United Pension Trust Fund v. Kenexa Corporation et al

101 Cited authorities

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

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 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 that duty to disclose under Rule 10b-5 arises from fiduciary relationship

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"

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

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

Holding that scienter is an element of § 10(b) claim

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

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

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