Holding 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”
153 F. Supp. 2d 314 (S.D.N.Y. 2001) Cited 83 times
Finding sufficient motive in detailed allegations that defendants sought to record "phony" receivables to inflate stock price in order to use stock to make acquisitions that, in turn, would reduce company's dependence on the phony receivables
Holding 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]"
Finding 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”
No. 02 Civ. 910 (GEL) (S.D.N.Y. Aug. 5, 2005) Cited 22 times
Noting 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