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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 266,697 times   365 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 9,121 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 3,874 times   6 Legal Analyses
    Holding that deception occurs when "investors are misled to believe that prices at which they purchase and sell securities are determined by the natural interplay of supply and demand, not rigged by manipulators"

  4. Arista Records v. Doe 3

    604 F.3d 110 (2d Cir. 2010)   Cited 2,776 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 1,597 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 1,233 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 478 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 551 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 491 times   2 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 345,981 times   922 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 156,250 times   193 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 38,931 times   316 Legal Analyses
    Permitting "[m]alice, intent, knowledge, and other conditions of a person's mind [to] be alleged generally"

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

    15 U.S.C. § 78t   Cited 3,983 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 2,259 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 250 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