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Special Situations Fund III QP, L.P. et al v. Deloitte Touche Tohmatsu CPA, Ltd. et al

MEMORANDUM OF LAW in Opposition re: 14 MOTION to Dismiss the First Amended Complaint. Opposing the Motion to Dismiss

54 Cited authorities

  1. Bell Atl. Corp. v. Twombly

    550 U.S. 544 (2007)   Cited 269,239 times   367 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' "

  2. Tellabs v. Makor Issues Rights

    551 U.S. 308 (2007)   Cited 9,200 times   104 Legal Analyses
    Holding that a strong inference is one that is "cogent and at least as compelling as any opposing inference"

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

    493 F.3d 87 (2d Cir. 2007)   Cited 3,902 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"

  4. Arista Records v. Doe 3

    604 F.3d 110 (2d Cir. 2010)   Cited 2,843 times   1 Legal Analyses
    Holding that "[t]he Twombly plausibility standard . . . does not prevent a plaintiff from pleading facts alleged upon information and belief where the facts are peculiarly within the possession and control of the defendant, or where the belief is based on factual information that makes the inference of culpability plausible"

  5. Novak v. Kasaks

    216 F.3d 300 (2d Cir. 2000)   Cited 1,601 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

  6. Securities & Exchange Commission v. First Jersey Securities, Inc.

    101 F.3d 1450 (2d Cir. 1996)   Cited 1,237 times   5 Legal Analyses
    Holding that owner-officer who collaborated in unlawful conduct of firm may be held jointly and severally liable with firm for disgorgement of unlawful gains received

  7. United States v. Arthur Young Co.

    465 U.S. 805 (1984)   Cited 482 times   11 Legal Analyses
    Holding that the Court may not circumscribe the broad authority granted the IRS by § 7602

  8. In re Suprema Specialties, Inc.

    438 F.3d 256 (3d Cir. 2006)   Cited 552 times
    Holding that "[i]f no controlled person is liable, there can be no controlling person liability"

  9. DiVittorio v. Equidyne Extractive Industries

    822 F.2d 1242 (2d Cir. 1987)   Cited 828 times   1 Legal Analyses
    Holding that where "plaintiff's counsel declared his intention to stand on the allegations of his complaint," plaintiff "irrevocably waived the option offered by the district court further to amend his complaint"

  10. In re Scholastic Corp. Securities Litigation

    252 F.3d 63 (2d Cir. 2001)   Cited 492 times   3 Legal Analyses
    Holding that material decline in sales or earnings is information that must be disclosed

  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 348,810 times   931 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 8 - General Rules of Pleading

    Fed. R. Civ. P. 8   Cited 157,777 times   196 Legal Analyses
    Holding that "[e]very defense to a claim for relief in any pleading must be asserted in the responsive pleading. . . ."

  13. Rule 9 - Pleading Special Matters

    Fed. R. Civ. P. 9   Cited 39,136 times   321 Legal Analyses
    Requiring that fraud be pleaded with particularity

  14. Section 78t - Liability of controlling persons and persons who aid and abet violations

    15 U.S.C. § 78t   Cited 3,990 times   20 Legal Analyses
    Holding liable any person "who, directly or indirectly, controls any person liable under any provision of this chapter or of any rule or regulation thereunder"

  15. Section 78u - Investigations and actions

    15 U.S.C. § 78u   Cited 2,278 times   85 Legal Analyses
    Granting the SEC the power to seek civil penalties for violations of the Exchange Act

  16. Section 78r - Liability for misleading statements

    15 U.S.C. § 78r   Cited 351 times   2 Legal Analyses
    Granting right of action to " A person seeking" damages for misleading statements under Securities Act of 1934

  17. Section 240.12b-2 - [Effective 7/1/2024] Definitions

    17 C.F.R. § 240.12b-2   Cited 248 times   14 Legal Analyses
    Defining "control" as "the power to direct or cause the direction of the management and policies of a [company], whether through the ownership of voting securities, by contract, or otherwise"

  18. Section 240.13a-13 - Quarterly reports on Form 10-Q ( Section 249.308a of this chapter)

    17 C.F.R. § 240.13a-13   Cited 91 times
    Exempting information on Part I of Form 10-Q