§Why CasetextPricing

City of Hialeah Employees' Retirement System v. Fei Company et al

Motion to Dismiss for Failure to State a Claim . Oral Argument requested.

37 Cited authorities

  1. Lacey v. Maricopa Cnty.

    693 F.3d 896 (9th Cir. 2012)   Cited 7,725 times
    Holding that "claims [that are] voluntarily dismissed" are "waived if not repled" in an amended complaint"

  2. TSC Industries, Inc. v. Northway, Inc.

    426 U.S. 438 (1976)   Cited 2,484 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"

  3. Branch v. Tunnell

    14 F.3d 449 (9th Cir. 1994)   Cited 2,980 times
    Holding that plaintiffs "`must state in their complaint nonconclusory allegations setting forth evidence of unlawful intent. The allegations of facts must be specific and concrete enough to enable the defendants to prepare a response, and where appropriate, a motion for summary judgment based on qualified immunity.'"

  4. 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"

  5. Sparling v. Daou

    411 F.3d 1006 (9th Cir. 2005)   Cited 1,291 times   5 Legal Analyses
    Holding that scienter is an element of § 10(b) claim

  6. In re Silicon Graphics Inc.

    183 F.3d 970 (9th Cir. 1999)   Cited 1,417 times   8 Legal Analyses
    Holding that stock sales of individual defendants are only indicative of scienter where they are "dramatically out of line with prior trading practices" (quoting In re Apple Computer Sec. Litig., 886 F.2d 1109, 1117 (9th Cir. 1989))

  7. Metzler v. Corinthian

    540 F.3d 1049 (9th Cir. 2008)   Cited 935 times   5 Legal Analyses
    Holding that plaintiffs failed to plead loss causation where plaintiffs' theory was that "Corinthian's fraud was revealed to the market, causing Metzler's losses" but "[t]he TAC does not allege that the June 24 and August 2 announcements disclosed—or even suggested—[the fraudulent activities] to the market"

  8. Cutera Securities Litigation v. Conners

    610 F.3d 1103 (9th Cir. 2010)   Cited 475 times   3 Legal Analyses
    Holding that "statements fall outside the safe harbor if the plaintiff can allege facts that would create a strong inference that the defendants made the [statements] at issue with ‘actual knowledge ... that the statement was false or misleading’ "

  9. Harris v. Ivax Corp.

    182 F.3d 799 (11th Cir. 1999)   Cited 420 times   1 Legal Analyses
    Holding that where all allegedly false statements were identified as forward-looking statements and accompanied by cautionary language, "the defendant's state of mind is irrelevant"

  10. Police Ret. Sys. of St. Louis v. Intuitive Surgical, Inc.

    759 F.3d 1051 (9th Cir. 2014)   Cited 188 times   7 Legal Analyses
    Holding that plaintiffs failed to plead scienter by relying on witness accounts that "[did] not detail the actual contents of the reports the executives purportedly referenced or had access to"

  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 348,416 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

  12. Rule 9 - Pleading Special Matters

    Fed. R. Civ. P. 9   Cited 39,105 times   320 Legal Analyses
    Requiring that fraud be pleaded with particularity

  13. Section 78j - Manipulative and deceptive devices

    15 U.S.C. § 78j   Cited 12,536 times   165 Legal Analyses
    Granting SEC power to establish rules to further statute forbidding manipulative or deceptive devices in connection with purchase or sale of securities

  14. Section 78u-4 - Private securities litigation

    15 U.S.C. § 78u-4   Cited 7,500 times   49 Legal Analyses
    Granting courts authority to permit discovery if necessary "to preserve evidence or to prevent undue prejudice to" a party

  15. Section 78n - Proxies

    15 U.S.C. § 78n   Cited 1,628 times   19 Legal Analyses
    Incorporating § 78m(d) by reference

  16. Section 78u-5 - Application of safe harbor for forward-looking statements

    15 U.S.C. § 78u-5   Cited 1,262 times   21 Legal Analyses
    Listing as an exclusion from the safe harbor "forward-looking statement in connection with a going private transaction"

  17. 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"