43 Cited authorities

  1. Bell Atl. Corp. v. Twombly

    550 U.S. 544 (2007)   Cited 209,562 times   342 Legal Analyses
    Holding that conclusory allegations that the defendants acted unlawfully were insufficient to state a claim
  2. Tellabs v. Makor Issues Rights

    551 U.S. 308 (2007)   Cited 6,945 times   100 Legal Analyses
    Holding that a court may consider documents incorporated into the complaint by reference when ruling on a 12(b) motion
  3. Dura Pharmaceuticals v. Broudo

    544 U.S. 336 (2005)   Cited 3,057 times   66 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”
  4. In re Burlington Coat Factory

    114 F.3d 1410 (3d Cir. 1997)   Cited 6,157 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
  5. Kamen v. Kemper Financial Services, Inc.

    500 U.S. 90 (1991)   Cited 1,020 times   4 Legal Analyses
    Holding that there is a presumption to apply state law "in areas in which private parties have entered legal relationships with the expectation that their rights and obligations would be governed by state-law standards"
  6. Cortec Indus., Inc. v. Sum Holding L.P.

    949 F.2d 42 (2d Cir. 1991)   Cited 2,478 times
    Holding that district court may consider stock purchase agreement, offering memorandum, and warrant, on a motion to dismiss, even when these materials were not attached to complaint
  7. Rombach v. Chang

    355 F.3d 164 (2d Cir. 2004)   Cited 1,144 times   4 Legal Analyses
    Holding that complaint may establish scienter through facts showing that defendants "had both motive and opportunity to commit fraud"
  8. Rothman v. Gregor

    220 F.3d 81 (2d Cir. 2000)   Cited 1,202 times
    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) )
  9. Ganino v. Citizens Utilities Co.

    228 F.3d 154 (2d Cir. 2000)   Cited 863 times   1 Legal Analyses
    Holding on the basis of Staff Accounting Bulletin No. 99 that "numerical benchmark" are informative but not the "exclusive" test
  10. Aronson v. Lewis

    473 A.2d 805 (Del. 1984)   Cited 1,457 times   52 Legal Analyses
    Holding that plaintiff must demonstrate that directors were beholden to controlling person
  11. Rule 9 - Pleading Special Matters

    Fed. R. Civ. P. 9   Cited 32,159 times   261 Legal Analyses
    Requiring a party who alleged fraud or mistake to "state with particularity the circumstances constituting fraud of mistake"
  12. Rule 201 - Judicial Notice of Adjudicative Facts

    Fed. R. Evid. 201   Cited 21,941 times   27 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."
  13. Section 78u-4 - Private securities litigation

    15 U.S.C. § 78u-4   Cited 6,352 times   42 Legal Analyses
    Granting courts authority to permit discovery if necessary "to preserve evidence or to prevent undue prejudice to" a party
  14. Rule 23.1 - Derivative Actions

    Fed. R. Civ. P. 23.1   Cited 1,682 times   19 Legal Analyses
    Requiring a verified complaint for shareholder derivative suits
  15. 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 44 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"