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In re: UBS AG Securities Litigation

MEMORANDUM OF LAW in Support re: 169 MOTION to Dismiss the Amended Consolidated Securities Class Action Complaint

47 Cited authorities

  1. Ashcroft v. Iqbal

    556 U.S. 662 (2009)   Cited 255,203 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

  2. Bell Atl. Corp. v. Twombly

    550 U.S. 544 (2007)   Cited 268,949 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' "

  3. Basic Inc. v. Levinson

    485 U.S. 224 (1988)   Cited 3,355 times   308 Legal Analyses
    Holding that the District Court appropriately certified the class based on the presumption of reliance

  4. O'Shea v. Littleton

    414 U.S. 488 (1974)   Cited 4,108 times   5 Legal Analyses
    Holding that "[p]ast exposure to illegal conduct does not in itself show a present case or controversy regarding injunctive relief ... if unaccompanied by any continuing, present adverse effects"

  5. ATSI Communications, Inc. v. Shaar Fund, Ltd.

    493 F.3d 87 (2d Cir. 2007)   Cited 3,897 times   6 Legal Analyses
    Holding that because "a plaintiff must show . . . a primary violation by the controlled person" in order to "establish a prima facie case of control[-]person liability," a plaintiff who "fails to allege any primary violation . . . cannot establish control[-]person liability"

  6. Gustafson v. Alloyd Co.

    513 U.S. 561 (1995)   Cited 998 times   10 Legal Analyses
    Holding that § 12 does not apply to secondary market transactions as the statute's inclusion of the term “prospectus” evinces an intent to limit the Sections's scope solely to the initial public offering

  7. Rombach v. Chang

    355 F.3d 164 (2d Cir. 2004)   Cited 1,391 times   5 Legal Analyses
    Holding that complaint may establish scienter through facts showing that defendants "had both motive and opportunity to commit fraud"

  8. ECA & Local 134 Ibew Joint Pension Trust v. Jp Morgan Chase Co.

    553 F.3d 187 (2d Cir. 2009)   Cited 913 times   2 Legal Analyses
    Holding that statements that the defendant "'set the standard' for 'integrity' and that it would 'continue to reposition and strengthen [its] franchises with a focus on financial discipline'" were nonactionable puffery given their generality

  9. Miles v. Merrill Lynch & Co.

    471 F.3d 24 (2d Cir. 2006)   Cited 772 times   20 Legal Analyses
    Holding that district court must make a "definitive assessment of Rule 23 requirements" and "resolve[] . . . factual disputes relevant to each Rule 23 requirement"

  10. In re Morgan Stanley Infor

    592 F.3d 347 (2d Cir. 2010)   Cited 417 times   3 Legal Analyses
    Affirming the district court's dismissal of a Section 15 claim where the plaintiffs' Section 11 and 12 claims were properly dismissed

  11. Section 77k - Civil liabilities on account of false registration statement

    15 U.S.C. § 77k   Cited 2,114 times   86 Legal Analyses
    Holding liable for a false registration statement "every person who was a director of . . . or partner in the issuer" at time of filing

  12. Section 77l - Civil liabilities arising in connection with prospectuses and communications

    15 U.S.C. § 77l   Cited 826 times   22 Legal Analyses
    Authorizing relief if the offering documents contain just one untrue statement of material fact

  13. Section 229.503 - (Item 503) Prospectus summary

    17 C.F.R. § 229.503   Cited 74 times   5 Legal Analyses
    Requiring disclosure of "the most significant factors that make the offering speculative or risky"

  14. Section 230.430B - Prospectus in a registration statement after effective date

    17 C.F.R. § 230.430B   Cited 12 times
    Expanding the meaning of the "initial bona fide offering date" from the date of a post-effective registration statement amendment, to the date of a post-effective registration statement supplement, with regard to issuer and underwriter liability

  15. Section 230.159 - Information available to purchaser at time of contract of sale

    17 C.F.R. § 230.159   Cited 6 times

    (a) For purposes of section 12(a)(2) of the Act only, and without affecting any other rights a purchaser may have, for purposes of determining whether a prospectus or oral statement included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading at the time of sale (including, without limitation, a contract of sale), any information conveyed to the purchaser

  16. Section 239.33 - Form F-3, for registration under the Securities Act of 1933 of securities of certain foreign private issuers offered pursuant to certain types of transactions

    17 C.F.R. § 239.33   Cited 3 times

    This instruction set forth registrant requirements and transaction requirements for the use of Form F-3. Any foreign private issuer, as defined in Rule 405 (§ 230.405 of this chapter), which meets the requirements of paragraph (a) of this section (the "Registrant Requirements") may use this Form for the registration of securities under the Securities Act of 1933 (the "Securities Act") which are offered in any transaction specified in paragraph (b) of this section (the "Transaction Requirements")