37 Cited authorities

Ashcroft v. Iqbal
556 U.S. 662 (2009) Cited 255,028 times 280 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
Bell Atl. Corp. v. Twombly
550 U.S. 544 (2007) Cited 268,776 times 367 Legal Analyses
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
551 U.S. 308 (2007) Cited 9,189 times 104 Legal Analyses
Holding that a strong inference is one that is "cogent and at least as compelling as any opposing inference"
Dura Pharmaceuticals v. Broudo
544 U.S. 336 (2005) Cited 3,563 times 67 Legal Analyses
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”
Lormand v. US Unwired, Inc.
565 F.3d 228 (5th Cir. 2009) Cited 2,098 times 2 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 979 times 40 Legal Analyses
Holding that duty to disclose under Rule 10b-5 arises from fiduciary relationship
Zucco Partners, LLC v. Digimarc Corp.
552 F.3d 981 (9th Cir. 2009) Cited 1,330 times 7 Legal Analyses
Holding that "[m]ere conclusory allegations" about the resignations of company executives did not, without more, give rise to a strong inference of scienter
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"
Lentell v. Merrill Lynch Co., Inc.
396 F.3d 161 (2d Cir. 2005) Cited 1,003 times 20 Legal Analyses
Holding that to prove loss causation, a plaintiff must allege "that the misstatement or omission concealed something from the market that, when disclosed, negatively affected the value of the security"
R2 Investments LDC v. Phillips
401 F.3d 638 (5th Cir. 2005) Cited 714 times
Holding that circumstantial evidence of scienter must be greater where a clear motive for alleged misstatements or omissions is not alleged
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 348,310 times 930 Legal Analyses
Granting the court discretion to exclude matters outside the pleadings presented to the court in defense of a motion to dismiss
Rule 9 - Pleading Special Matters
Fed. R. Civ. P. 9 Cited 39,098 times 320 Legal Analyses
Requiring that fraud be pleaded with particularity
Section 78u-4 - Private securities litigation
15 U.S.C. § 78u-4 Cited 7,498 times 49 Legal Analyses
Granting courts authority to permit discovery if necessary "to preserve evidence or to prevent undue prejudice to" a party
Section 78n - Proxies
15 U.S.C. § 78n Cited 1,628 times 19 Legal Analyses
Incorporating § 78m(d) by reference
Section 240.14a-9 - False or misleading statements
17 C.F.R. § 240.14a-9 Cited 601 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"
Section 240.14a-1 - Definitions
17 C.F.R. § 240.14a-1 Cited 69 times 5 Legal Analyses
Defining solicitation, in part, as "furnishing of a form of proxy or other communication to security holders under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy"

Burns v. Harris et al

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

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

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”

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 "[m]ere conclusory allegations" about the resignations of company executives did not, without more, give rise to a strong inference of scienter

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 that to prove loss causation, a plaintiff must allege "that the misstatement or omission concealed something from the market that, when disclosed, negatively affected the value of the security"

Holding that circumstantial evidence of scienter must be greater where a clear motive for alleged misstatements or omissions is not alleged

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

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

Incorporating § 78m(d) by reference

Defining solicitation, in part, as "furnishing of a form of proxy or other communication to security holders under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy"