50 Cited authorities

Bell Atl. Corp. v. Twombly
550 U.S. 544 (2007) Cited 276,716 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
Erickson v. Pardus
551 U.S. 89 (2007) Cited 64,333 times 3 Legal Analyses
Holding that a complaint must "give the defendant fair notice of what the . . . claim is and the grounds upon which it rests"
Foman v. Davis
371 U.S. 178 (1962) Cited 29,475 times 4 Legal Analyses
Holding that an appeal was improperly dismissed when the record as a whole — including a timely but incomplete notice of appeal and a premature but complete notice — revealed the orders petitioner sought to appeal
Phillips v. County of Allegheny
515 F.3d 224 (3d Cir. 2008) Cited 17,334 times 2 Legal Analyses
Holding that a district court need not permit a curative amendment if such amendment would be futile
Basic Inc. v. Levinson
485 U.S. 224 (1988) Cited 3,401 times 312 Legal Analyses
Holding that the District Court appropriately certified the class based on the presumption of reliance
Ernst Ernst v. Hochfelder
425 U.S. 185 (1976) Cited 3,517 times 41 Legal Analyses
Holding that Section 9(f) “contains a state-of-mind condition requiring something more than negligence”
In re Burlington Coat Factory
114 F.3d 1410 (3d Cir. 1997) Cited 7,962 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
TSC Industries, Inc. v. Northway, Inc.
426 U.S. 438 (1976) Cited 2,517 times 69 Legal Analyses
Holding that materiality may be resolved at summary judgment "if the established omissions are so obviously important to an investor that reasonable minds cannot differ on the question of materiality"
Herman MacLean v. Huddleston
459 U.S. 375 (1983) Cited 1,320 times 11 Legal Analyses
Holding that an express remedy under § 11 of the 1933 Act for misleading registration statements did not preclude an overlapping implied private cause of action for fraudulent misrepresentation under § 10(b) of the 1934 Act
Cortec Indus., Inc. v. Sum Holding L.P.
949 F.2d 42 (2d Cir. 1991) Cited 3,047 times
Holding that "[w]here plaintiff has actual notice of all the information in the movant's papers and has relied upon these documents in framing the complaint the necessity of translating a Rule 12(b) motion into one under Rule 56 is largely dissipated" and affirming the district court's consideration of a stock purchase agreement, offering memorandum, and stock warrant that were "integral to [plaintiffs'] complaint"
Section 77k - Civil liabilities on account of false registration statement
15 U.S.C. § 77k Cited 2,131 times 86 Legal Analyses
Holding liable for a false registration statement "every person who was a director of . . . or partner in the issuer" at time of filing
Section 78u-5 - Application of safe harbor for forward-looking statements
15 U.S.C. § 78u-5 Cited 1,297 times 22 Legal Analyses
Listing as an exclusion from the safe harbor "forward-looking statement in connection with a going private transaction"
Section 771 - Comptroller General, powers and duties
15 U.S.C. § 771 Cited 700 times 2 Legal Analyses
Allowing private cause of action for violations of § 77e
Section 77z-2 - Application of safe harbor for forward-looking statements
15 U.S.C. § 77z-2 Cited 187 times 20 Legal Analyses
Defining "forward-looking" statements as statements that are projections about future financial status, future operations, and future economic performance
Section 229.303 - (Item 303) Management's discussion and analysis of financial condition and results of operations
17 C.F.R. § 229.303 Cited 434 times 45 Legal Analyses
Imposing obligation to "[d]escribe any known trends or uncertainties that . . . are reasonably likely to have a material . . . unfavorable impact on net sales or revenues . . . from continuing operations"

Underland v. Alter et al

50 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 complaint must "give the defendant fair notice of what the . . . claim is and the grounds upon which it rests"

Holding that an appeal was improperly dismissed when the record as a whole — including a timely but incomplete notice of appeal and a premature but complete notice — revealed the orders petitioner sought to appeal

Holding that a district court need not permit a curative amendment if such amendment would be futile

Holding that the District Court appropriately certified the class based on the presumption of reliance

Holding that Section 9(f) “contains a state-of-mind condition requiring something more than negligence”

Holding that a court may consider a "document integral to or explicitly relied upon in the complaint" when deciding a motion to dismiss

Holding that materiality may be resolved at summary judgment "if the established omissions are so obviously important to an investor that reasonable minds cannot differ on the question of materiality"

Holding that an express remedy under § 11 of the 1933 Act for misleading registration statements did not preclude an overlapping implied private cause of action for fraudulent misrepresentation under § 10(b) of the 1934 Act

Holding liable for a false registration statement "every person who was a director of . . . or partner in the issuer" at time of filing

Listing as an exclusion from the safe harbor "forward-looking statement in connection with a going private transaction"

Allowing private cause of action for violations of § 77e

Defining "forward-looking" statements as statements that are projections about future financial status, future operations, and future economic performance

Imposing obligation to "[d]escribe any known trends or uncertainties that . . . are reasonably likely to have a material . . . unfavorable impact on net sales or revenues . . . from continuing operations"