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Securities and Exchange Commission v. Biovail Corporation et al

MEMORANDUM OF LAW in Support re: 42 MOTION to Dismiss the Second Claim in the Amended Complaint.. Document

47 Cited authorities

  1. Bell Atl. Corp. v. Twombly

    550 U.S. 544 (2007)   Cited 277,112 times   369 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

  2. Tellabs v. Makor Issues Rights

    551 U.S. 308 (2007)   Cited 9,462 times   105 Legal Analyses
    Holding that a strong inference is one that is "cogent and at least as compelling as any opposing inference"

  3. Central Bank of Denver v. First I.S. Bk. of Denver

    511 U.S. 164 (1994)   Cited 1,740 times   79 Legal Analyses
    Holding that Section 10(b)’s private right of action does not include suits against aiders and abettors

  4. Chambers v. Time Warner, Inc.

    282 F.3d 147 (2d Cir. 2002)   Cited 6,454 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"

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

    493 F.3d 87 (2d Cir. 2007)   Cited 3,988 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. Rombach v. Chang

    355 F.3d 164 (2d Cir. 2004)   Cited 1,438 times   5 Legal Analyses
    Holding that complaint may establish scienter through facts showing that defendants "had both motive and opportunity to commit fraud"

  7. Novak v. Kasaks

    216 F.3d 300 (2d Cir. 2000)   Cited 1,629 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

  8. Shields v. Citytrust Bancorp, Inc.

    25 F.3d 1124 (2d Cir. 1994)   Cited 1,860 times   5 Legal Analyses
    Holding that scienter cannot be "base[d] . . . on speculation and conclusory allegations"

  9. Lentell v. Merrill Lynch Co., Inc.

    396 F.3d 161 (2d Cir. 2005)   Cited 1,019 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"

  10. Acito v. Imcera Group, Inc.

    47 F.3d 47 (2d Cir. 1995)   Cited 1,143 times   1 Legal Analyses
    Holding that selling stock, by itself, insufficient to plead scienter, absent allegations that "stock sales were 'unusual'"

  11. 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 358,269 times   949 Legal Analyses
    Granting the court discretion to exclude matters outside the pleadings presented to the court in defense of a motion to dismiss

  12. Rule 9 - Pleading Special Matters

    Fed. R. Civ. P. 9   Cited 39,914 times   332 Legal Analyses
    Requiring that fraud be pleaded with particularity

  13. Section 78j - Manipulative and deceptive devices

    15 U.S.C. § 78j   Cited 12,726 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

  14. Section 2 - Monopolizing trade a felony; penalty

    15 U.S.C. § 2   Cited 4,455 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.

  15. 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

  16. Section 240.10b-5 - Employment of manipulative and deceptive devices

    17 C.F.R. § 240.10b-5   Cited 9,344 times   136 Legal Analyses
    Holding liable any person who "make any untrue statement of material fact"