47 Cited authorities

Bell Atl. Corp. v. Twombly
550 U.S. 544 (2007) Cited 273,590 times 368 Legal Analyses
Holding that allegations of conduct that are merely consistent with wrongdoing do not state a claim unless "placed in a context that raises a suggestion of" such wrongdoing
Tellabs v. Makor Issues Rights
551 U.S. 308 (2007) Cited 9,348 times 105 Legal Analyses
Holding that a strong inference is one that is "cogent and at least as compelling as any opposing inference"
Central Bank of Denver v. First I.S. Bk. of Denver
511 U.S. 164 (1994) Cited 1,725 times 79 Legal Analyses
Holding that Section 10(b)’s private right of action does not include suits against aiders and abettors
Chambers v. Time Warner, Inc.
282 F.3d 147 (2d Cir. 2002) Cited 6,388 times 5 Legal Analyses
Holding extrinsic materials were not "integral" to the complaint because the complaint "d[id] not refer to the[m]" and "plaintiffs apparently did not rely on them in drafting it"
ATSI Communications, Inc. v. Shaar Fund, Ltd.
493 F.3d 87 (2d Cir. 2007) Cited 3,947 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"
Rombach v. Chang
355 F.3d 164 (2d Cir. 2004) Cited 1,415 times 5 Legal Analyses
Holding that complaint may establish scienter through facts showing that defendants "had both motive and opportunity to commit fraud"
Novak v. Kasaks
216 F.3d 300 (2d Cir. 2000) Cited 1,611 times 9 Legal Analyses
Holding section 78u-4(b) does not literally require pleading of all facts, so long as facts pleaded provide adequate basis for believing statements were false
Shields v. Citytrust Bancorp, Inc.
25 F.3d 1124 (2d Cir. 1994) Cited 1,842 times 5 Legal Analyses
Holding that scienter cannot be "base[d] . . . on speculation and conclusory allegations"
Lentell v. Merrill Lynch Co., Inc.
396 F.3d 161 (2d Cir. 2005) Cited 1,012 times 20 Legal Analyses
Holding that to prove loss causation, a plaintiff must allege "that the misstatement or omission concealed something from the market that, when disclosed, negatively affected the value of the security"
Acito v. Imcera Group, Inc.
47 F.3d 47 (2d Cir. 1995) Cited 1,137 times 1 Legal Analyses
Holding that selling stock, by itself, insufficient to plead scienter, absent allegations that "stock sales were 'unusual'"
Rule 12 - Defenses and Objections: When and How Presented; Motion for Judgment on the Pleadings; Consolidating Motions; Waiving Defenses; Pretrial Hearing
Fed. R. Civ. P. 12 Cited 354,229 times 943 Legal Analyses
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
Fed. R. Civ. P. 9 Cited 39,551 times 328 Legal Analyses
Requiring that fraud be pleaded with particularity
Section 78j - Manipulative and deceptive devices
15 U.S.C. § 78j Cited 12,638 times 166 Legal Analyses
Granting SEC power to establish rules to further statute forbidding manipulative or deceptive devices in connection with purchase or sale of securities
Section 2 - Monopolizing trade a felony; penalty
15 U.S.C. § 2 Cited 4,433 times 31 Legal Analyses
In § 2 cases under the Sherman Act, as in § 7 cases under the Clayton Act (Brown Shoe Co. v. United States, 370 U.S. 294, 325) there may be submarkets that are separate economic entities.
Section 715 - Officers
N.Y. Bus. Corp. Law § 715 Cited 67 times 2 Legal Analyses
(a) The board may elect or appoint a president, one or more vice-presidents, a secretary and a treasurer, and such other officers as it may determine, or as may be provided in the by-laws. (b) The certificate of incorporation may provide that all officers or that specified officers shall be elected by the shareholders instead of by the board. (c) Unless otherwise provided in the certificate of incorporation or the by-laws, all officers shall be elected or appointed to hold office until the meeting
Section 240.10b-5 - Employment of manipulative and deceptive devices
17 C.F.R. § 240.10b-5 Cited 9,272 times 135 Legal Analyses
Holding liable any person who "make any untrue statement of material fact"

Securities and Exchange Commission v. Biovail Corporation et al

47 Cited authorities

Holding that allegations of conduct that are merely consistent with wrongdoing do not state a claim unless "placed in a context that raises a suggestion of" such wrongdoing

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

Holding that Section 10(b)’s private right of action does not include suits against aiders and abettors

Holding extrinsic materials were not "integral" to the complaint because the complaint "d[id] not refer to the[m]" and "plaintiffs apparently did not rely on them in drafting it"

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"

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

Holding section 78u-4(b) does not literally require pleading of all facts, so long as facts pleaded provide adequate basis for believing statements were false

Holding that scienter cannot be "base[d] . . . on speculation and conclusory allegations"

Holding that to prove loss causation, a plaintiff must allege "that the misstatement or omission concealed something from the market that, when disclosed, negatively affected the value of the security"

Holding that selling stock, by itself, insufficient to plead scienter, absent allegations that "stock sales were 'unusual'"

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

Requiring that fraud be pleaded with particularity

Granting SEC power to establish rules to further statute forbidding manipulative or deceptive devices in connection with purchase or sale of securities

In § 2 cases under the Sherman Act, as in § 7 cases under the Clayton Act (Brown Shoe Co. v. United States, 370 U.S. 294, 325) there may be submarkets that are separate economic entities.

Holding liable any person who "make any untrue statement of material fact"