Rombach v. Chang
355 F.3d 164 (2d Cir. 2004) Cited 1,383 times 5 Legal AnalysesHolding that complaint may establish scienter through facts showing that defendants "had both motive and opportunity to commit fraud"
In re Lehman Bros
650 F.3d 167 (2d Cir. 2011) Cited 115 timesHolding that because ratings issued by rating agencies “speak merely to the Agency's opinion of the creditworthiness of a particular security,” ratings “should be evaluated under the ‘expert’ provision of § 11, not under the ‘underwriter’ provision”
In re Complete Management Inc. Securities Litigation
153 F. Supp. 2d 314 (S.D.N.Y. 2001) Cited 94 timesHolding that motive was sufficiently concrete where defendants unlawfully recognized “phony receivables” to maintain artificially high stock price so that the company could use the stock as currency for acquisitions of legitimate receivables
Sloane Overseas Fund v. Sapiens Intern.
941 F. Supp. 1369 (S.D.N.Y. 1996) Cited 52 timesHolding that an 8% ownership interest was insufficient to plead control even where the defendant had a vice president on the board, was an underwriter for the offering at issue, and was a creditor at formation because the facts did not "support a reasonable inference that [the defendant] had the potential power to influence and direct the activities of [the company]"
Schoenhaut v. American Sensors, Inc.
986 F. Supp. 785 (S.D.N.Y. 1997) Cited 34 timesFinding no Section 11 claim where “[t]here is no allegation that any defendant actually expected that sales ... would decline following the offering,” and “the Complaint merely alleges that the Prospectus failed to predict that the Company's future prospects were not going to be as bright as its past”
In re Global Crossing, Ltd. Securities Litigation
No. 02 Civ. 910 (GEL) (S.D.N.Y. Aug. 5, 2005) Cited 24 timesNoting that courts have sustained securities claims against parent corporations for the acts of a subsidiary where the parent exerted control over the subsidiary through common ownership and common officers and directors