111 Cited authorities

Ashcroft v. Iqbal
556 U.S. 662 (2009) Cited 252,784 times 279 Legal Analyses
Holding that a claim is plausible where a plaintiff's allegations enable the court to draw a "reasonable inference" the defendant is liable
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' "
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"
Dura Pharmaceuticals v. Broudo
544 U.S. 336 (2005) Cited 3,550 times 67 Legal Analyses
Holding that the securities statutes have a private of action “not to provide investors with broad insurance against market losses, but to protect them against those economic losses that misrepresentations actually cause”
Erica P. John Fund, Inc. v. Halliburton Co.
563 U.S. 804 (2011) Cited 749 times 54 Legal Analyses
Holding that a plaintiff need not prove loss causation in order to obtain class certification
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"
Herman MacLean v. Huddleston
459 U.S. 375 (1983) Cited 1,311 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
Lormand v. US Unwired, Inc.
565 F.3d 228 (5th Cir. 2009) Cited 2,079 times 1 Legal Analyses
Holding that warnings "d[id] not qualify as meaningful cautionary language" because they "did not disclose that defendants knew from past experience that the [risks] posed an imminent threat of business and financial ruin and that some damage from these risks had already materialized"
Virginia Bankshares, Inc. v. Sandberg
501 U.S. 1083 (1991) Cited 609 times 22 Legal Analyses
Holding that § 14 liability may not be established on "mere disbelief or undisclosed motive without any demonstration that the proxy statement was false or misleading"
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
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
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. . . ."
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"
Section 78j - Manipulative and deceptive devices
15 U.S.C. § 78j Cited 12,506 times 165 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 78u-4 - Private securities litigation
15 U.S.C. § 78u-4 Cited 7,465 times 48 Legal Analyses
Granting courts authority to permit discovery if necessary "to preserve evidence or to prevent undue prejudice to" a party
Section 77k - Civil liabilities on account of false registration statement
15 U.S.C. § 77k Cited 2,113 times 85 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 78p - Directors, officers, and principal stockholders
15 U.S.C. § 78p Cited 860 times 17 Legal Analyses
Recognizing that information obtained by a director could be used in his capacity as a shareholder
Section 77l - Civil liabilities arising in connection with prospectuses and communications
15 U.S.C. § 77l Cited 825 times 22 Legal Analyses
Authorizing relief if the offering documents contain just one untrue statement of material fact
Section 229.303 - (Item 303) Management's discussion and analysis of financial condition and results of operations
17 C.F.R. § 229.303 Cited 423 times 45 Legal Analyses
Requiring the disclosure of "any known trends or uncertainties that have had or that the registrant reasonably expects will have a material favorable or unfavorable impact on net sales or revenues or income from continuing operations"
Section 240.10b5-1 - Trading "on the basis of" material nonpublic information in insider trading cases
17 C.F.R. § 240.10b5-1 Cited 34 times 5 Legal Analyses
Stating that it is an affirmative defense in insider trading cases that the defendant's purchases or sales were made pursuant to a “written plan for trading securities”

Wallace v. Intralinks Holdings, Inc. et al

111 Cited authorities

Holding that a claim is plausible where a plaintiff's allegations enable the court to draw a "reasonable inference" the defendant is liable

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' "

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

Holding that the securities statutes have a private of action “not to provide investors with broad insurance against market losses, but to protect them against those economic losses that misrepresentations actually cause”

Holding that a plaintiff need not prove loss causation in order to obtain class certification

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 that warnings "d[id] not qualify as meaningful cautionary language" because they "did not disclose that defendants knew from past experience that the [risks] posed an imminent threat of business and financial ruin and that some damage from these risks had already materialized"

Holding that § 14 liability may not be established on "mere disbelief or undisclosed motive without any demonstration that the proxy statement was false or misleading"

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

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

Holding that "[e]very defense to a claim for relief in any pleading must be asserted in the responsive pleading. . . ."

Permitting "[m]alice, intent, knowledge, and other conditions of a person's mind [to] be alleged generally"

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

Granting courts authority to permit discovery if necessary "to preserve evidence or to prevent undue prejudice to" a party

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

Recognizing that information obtained by a director could be used in his capacity as a shareholder

Authorizing relief if the offering documents contain just one untrue statement of material fact

Requiring the disclosure of "any known trends or uncertainties that have had or that the registrant reasonably expects will have a material favorable or unfavorable impact on net sales or revenues or income from continuing operations"

Stating that it is an affirmative defense in insider trading cases that the defendant's purchases or sales were made pursuant to a “written plan for trading securities”