83 Cited authorities

Bell Atl. Corp. v. Twombly
550 U.S. 544 (2007) Cited 266,697 times 365 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' "
Dura Pharmaceuticals v. Broudo
544 U.S. 336 (2005) Cited 3,550 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”
Basic Inc. v. Levinson
485 U.S. 224 (1988) Cited 3,347 times 307 Legal Analyses
Holding that the District Court appropriately certified the class based on the presumption of reliance
ATSI Communications, Inc. v. Shaar Fund, Ltd.
493 F.3d 87 (2d Cir. 2007) Cited 3,874 times 6 Legal Analyses
Holding that deception occurs when "investors are misled to believe that prices at which they purchase and sell securities are determined by the natural interplay of supply and demand, not rigged by manipulators"
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
Pinter v. Dahl
486 U.S. 622 (1988) Cited 859 times 15 Legal Analyses
Holding that only a statutory "seller" may be liable under § 12 of Securities Act
Patane v. Clark
508 F.3d 106 (2d Cir. 2007) Cited 1,575 times 3 Legal Analyses
Holding that discriminatory treatment is actionable "only when it occurs because of an employee's sex, or other protected characteristic"
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"
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"
Rule 201 - Judicial Notice of Adjudicative Facts
Fed. R. Evid. 201 Cited 28,286 times 26 Legal Analyses
Holding "[n]ormally, in deciding a motion to dismiss for failure to state a claim, courts must limit their inquiry to the facts stated in the complaint and the documents either attached to or incorporated in the complaint. However, courts may also consider matters of which they may take judicial notice."
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 77l - Civil liabilities arising in connection with prospectuses and communications
15 U.S.C. § 77l Cited 825 times 22 Legal Analyses
Authorizing relief if the offering documents contain just one untrue statement of material fact
Section 240.12b-2 - [Effective 7/1/2024] Definitions
17 C.F.R. § 240.12b-2 Cited 250 times 14 Legal Analyses
Defining "control" as "the power to direct or cause the direction of the management and policies of a [company], whether through the ownership of voting securities, by contract, or otherwise"
Section 229.401 - (Item 401) Directors, executive officers, promoters and control persons
17 C.F.R. § 229.401 Cited 44 times 1 Legal Analyses
Instructing registrant to disclose federal bankruptcy petitions of director or executive officer in previous five years where "material to an evaluation of the ability or integrity" of such director or officer
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"

In Re: Fuwei Films Securities Litigation

83 Cited authorities

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

Holding that deception occurs when "investors are misled to believe that prices at which they purchase and sell securities are determined by the natural interplay of supply and demand, not rigged by manipulators"

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 only a statutory "seller" may be liable under § 12 of Securities Act

Holding that discriminatory treatment is actionable "only when it occurs because of an employee's sex, or other protected characteristic"

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

Authorizing relief if the offering documents contain just one untrue statement of material fact

Defining "control" as "the power to direct or cause the direction of the management and policies of a [company], whether through the ownership of voting securities, by contract, or otherwise"

Instructing registrant to disclose federal bankruptcy petitions of director or executive officer in previous five years where "material to an evaluation of the ability or integrity" of such director or officer

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