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Zametkin v. Fidelity Management & Research Company et al

MEMORANDUM in Opposition re MOTION to Dismiss Plaintiff's Second Amended Complaint

62 Cited authorities

  1. Ashcroft v. Iqbal

    556 U.S. 662 (2009)   Cited 267,813 times   281 Legal Analyses
    Holding court need not credit "mere conclusory statements" in complaint

  2. Bell Atl. Corp. v. Twombly

    550 U.S. 544 (2007)   Cited 280,791 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

  3. Merck Co. v. Reynolds

    559 U.S. 633 (2010)   Cited 691 times   20 Legal Analyses
    Holding that because no event preceding the critical date constituted "discovery" of facts necessary to bring the complaint, the plaintiffs' suit was timely

  4. Herman MacLean v. Huddleston

    459 U.S. 375 (1983)   Cited 1,328 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

  5. Affiliated Ute Citizens v. United States

    406 U.S. 128 (1972)   Cited 1,642 times   36 Legal Analyses
    Holding bank jointly and severally liable with its employees, without explanation

  6. Santa Fe Industries, Inc. v. Green

    430 U.S. 462 (1977)   Cited 1,081 times   6 Legal Analyses
    Holding that the Securities Exchange Act is limited in scope to its textual provisions and does not conflict with state law regarding corporate misconduct, particularly corporate mismanagement

  7. Virginia Bankshares, Inc. v. Sandberg

    501 U.S. 1083 (1991)   Cited 620 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"

  8. Shaw v. Digital Equipment Corp.

    82 F.3d 1194 (1st Cir. 1996)   Cited 1,052 times   8 Legal Analyses
    Holding that the bespeaks caution doctrine does not apply to representations of "present facts" that were false when made

  9. In re NAHC, Inc. Securities Litigation

    306 F.3d 1314 (3d Cir. 2002)   Cited 722 times   1 Legal Analyses
    Holding that an amendment was futile because the claims would be barred by the statute of limitations

  10. Sanchez v. Pereira-Castillo

    590 F.3d 31 (1st Cir. 2009)   Cited 535 times
    Holding that plaintiff stated a Fourth Amendment claim pursuant to § 1983 against sergeant of correctional facility because the plaintiff "specifically allege[d]" the acts by the sergeant that "set in motion" the chain of events leading to a constitutional violation

  11. Rule 8 - General Rules of Pleading

    Fed. R. Civ. P. 8   Cited 164,455 times   197 Legal Analyses
    Holding that "[e]very defense to a claim for relief in any pleading must be asserted in the responsive pleading. . . ."

  12. Section 77k - Civil liabilities on account of false registration statement

    15 U.S.C. § 77k   Cited 2,146 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

  13. Section 77l - Civil liabilities arising in connection with prospectuses and communications

    15 U.S.C. § 77l   Cited 845 times   22 Legal Analyses
    Authorizing relief if the offering documents contain just one untrue statement of material fact

  14. Section 230.408 - Additional information

    17 C.F.R. § 230.408   Cited 26 times   2 Legal Analyses

    (a) In addition to the information expressly required to be included in a registration statement, there shall be added such further material information, if any, as may be necessary to make the required statements, in the light of the circumstances under which they are made, not misleading. (b) Notwithstanding paragraph (a) of this section, unless otherwise required to be included in the registration statement, the failure to include in a registration statement information included in a free writing