43 Cited authorities

Bell Atl. Corp. v. Twombly
550 U.S. 544 (2007) Cited 265,756 times 364 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' "
Tellabs v. Makor Issues Rights
551 U.S. 308 (2007) Cited 9,087 times 104 Legal Analyses
Holding that a strong inference is one that is "cogent and at least as compelling as any opposing inference"
Dura Pharmaceuticals v. Broudo
544 U.S. 336 (2005) Cited 3,544 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”
In re Burlington Coat Factory
114 F.3d 1410 (3d Cir. 1997) Cited 7,620 times 4 Legal Analyses
Holding that a court may consider a "document integral to or explicitly relied upon in the complaint" when deciding a motion to dismiss
Kamen v. Kemper Financial Services, Inc.
500 U.S. 90 (1991) Cited 1,202 times 5 Legal Analyses
Holding that while Federal Rule of Civil Procedure 23.1 establishes procedural requirements concerning the "adequacy of the shareholder representative's pleadings," state law governs the substance of the demand requirement
Cortec Indus., Inc. v. Sum Holding L.P.
949 F.2d 42 (2d Cir. 1991) Cited 2,952 times
Holding that “[w]here plaintiff has actual notice of all the information in the movant's papers and has relied upon these documents in framing the complaint the necessity of translating a Rule 12(b) motion into one under Rule 56 is largely dissipated” and affirming the district court's consideration of a stock purchase agreement, offering memorandum, and stock warrant that were “integral to [plaintiffs'] complaint”
Rombach v. Chang
355 F.3d 164 (2d Cir. 2004) Cited 1,383 times 5 Legal Analyses
Holding that complaint may establish scienter through facts showing that defendants "had both motive and opportunity to commit fraud"
Rothman v. Gregor
220 F.3d 81 (2d Cir. 2000) Cited 1,321 times 1 Legal Analyses
Holding that "the date of the filing of the motion to amend constitutes the date the action was commenced for statute of limitations purposes" when "the plaintiff seeks to add a new defendant" (quoting Nw. Nat’l Ins. Co. v. Alberts , 769 F. Supp. 498, 510 (S.D.N.Y.1991) )
Ganino v. Citizens Utilities Co.
228 F.3d 154 (2d Cir. 2000) Cited 959 times 2 Legal Analyses
Holding on the basis of Staff Accounting Bulletin No. 99 that "numerical benchmark" are informative but not the "exclusive" test
Aronson v. Lewis
473 A.2d 805 (Del. 1984) Cited 1,584 times 64 Legal Analyses
Holding that plaintiff must demonstrate that directors were beholden to controlling person
Rule 9 - Pleading Special Matters
Fed. R. Civ. P. 9 Cited 38,849 times 316 Legal Analyses
Permitting "[m]alice, intent, knowledge, and other conditions of a person's mind [to] be alleged generally"
Rule 201 - Judicial Notice of Adjudicative Facts
Fed. R. Evid. 201 Cited 28,189 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-4 - Private securities litigation
15 U.S.C. § 78u-4 Cited 7,446 times 48 Legal Analyses
Granting courts authority to permit discovery if necessary "to preserve evidence or to prevent undue prejudice to" a party
Rule 23.1 - Derivative Actions
Fed. R. Civ. P. 23.1 Cited 1,946 times 27 Legal Analyses
Treating unincorporated associations and corporations similarly for derivative suits
Section 174 - Liability of directors for unlawful payment of dividend or unlawful stock purchase or redemption; exoneration from liability; contribution among directors; subrogation
Del. Code tit. 8 § 174 Cited 52 times 2 Legal Analyses
Holding directors liable "to [a corporation's] creditors in the event of its dissolution or insolvency, to the full amount of the dividend unlawfully paid"

Rubery v. Callen et al

43 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 a strong inference is one that is "cogent and at least as compelling as any opposing inference"

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 a court may consider a "document integral to or explicitly relied upon in the complaint" when deciding a motion to dismiss

Holding that while Federal Rule of Civil Procedure 23.1 establishes procedural requirements concerning the "adequacy of the shareholder representative's pleadings," state law governs the substance of the demand requirement

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

Holding that "the date of the filing of the motion to amend constitutes the date the action was commenced for statute of limitations purposes" when "the plaintiff seeks to add a new defendant" (quoting Nw. Nat’l Ins. Co. v. Alberts , 769 F. Supp. 498, 510 (S.D.N.Y.1991) )

Holding on the basis of Staff Accounting Bulletin No. 99 that "numerical benchmark" are informative but not the "exclusive" test

Holding that plaintiff must demonstrate that directors were beholden to controlling person

Permitting "[m]alice, intent, knowledge, and other conditions of a person's mind [to] be alleged generally"

Granting courts authority to permit discovery if necessary "to preserve evidence or to prevent undue prejudice to" a party

Treating unincorporated associations and corporations similarly for derivative suits

Holding directors liable "to [a corporation's] creditors in the event of its dissolution or insolvency, to the full amount of the dividend unlawfully paid"