Ashcroft v. Iqbal

Holding that a claim is plausible where a plaintiff's allegations enable the court to draw a "reasonable inference" the defendant is liable

Bell Atl. Corp. v. Twombly

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' "

Basic Inc. v. Levinson

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

Simon v. E. Ky. Welfare Rights Org.

Holding plaintiffs who sued IRS lacked standing where they hoped reversal of IRS rule would " ‘discourage’ hospitals from denying their services to" plaintiffs, but whether hospitals had denied services based on the existing rule remained unclear and, even if the rule were reversed, hospitals would remain free to not provide services to plaintiffs

Gustafson v. Alloyd Co.

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

Herman MacLean v. Huddleston

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

Rombach v. Chang

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

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

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

Teams. Local 445 v. Dynex Cap

Holding that plaintiffs failed to allege corporate scienter where they did not specifically identify reports or statements to which the corporate officer had access that would have contradicted the allegedly fraudulent corporate statements at issue

First Nationwide Bank v. Gelt Funding Corp.

Holding that allegations of a methodologically unreliable appraisal were not sufficient to establish property values as a fact in a RICO complaint

Rule 12 - Defenses and Objections: When and How Presented; Motion for Judgment on the Pleadings; Consolidating Motions; Waiving Defenses; Pretrial Hearing

Granting the court discretion to exclude matters outside the pleadings presented to the court in defense of a motion to dismiss

Rule 9 - Pleading Special Matters

Requiring that fraud be pleaded with particularity

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

Holding liable for a false registration statement "every person who was a director of . . . or partner in the issuer" at time of filing

Section 77m - Limitation of actions

Establishing a one-year statute of limitations for §§ 11 and 12 claims which begins to run upon "the discovery of the untrue statement or omission, or after such discovery should have been made by the exercise of reasonable diligence"

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

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

Section 230.405 - [Effective 7/1/2024] Definitions of terms

Defining control the same way

Section 229.512 - (Item 512) Undertakings

Stating that the SEC's position is that indemnification to officers and directors for liabilities arising under the Securities Act is against public policy and such indemnification is unenforceable, with the exception for expenses incurred in successful defense of any action

Section 230.415 - Delayed or continuous offering and sale of securities

Permitting registration of securities to be issued on a "continuous" or "delayed" basis

Section 229.1111 - (Item 1111) Pool assets

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

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

Section 229.1101 - (Item 1101) Definitions

Section 230.436 - [Effective 5/28/2024] Consents required in special cases