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Zametkin v. Fidelity Management & Research Company et al

MEMORANDUM in Opposition re MOTION to Dismiss the Amended Complaint Lead Plaintiff's Memorandum of Law in Opposition to Defendants' Motion to Dimiss the Amended Complaint

67 Cited authorities

  1. Ashcroft v. Iqbal

    556 U.S. 662 (2009)   Cited 263,477 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 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

  3. 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

  4. Affiliated Ute Citizens v. United States

    406 U.S. 128 (1972)   Cited 1,638 times   35 Legal Analyses
    Holding bank jointly and severally liable with its employees, without explanation

  5. Santa Fe Industries, Inc. v. Green

    430 U.S. 462 (1977)   Cited 1,077 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

  6. Virginia Bankshares, Inc. v. Sandberg

    501 U.S. 1083 (1991)   Cited 619 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"

  7. Hanon v. Dataproducts Corp.

    976 F.2d 497 (9th Cir. 1992)   Cited 1,653 times   1 Legal Analyses
    Holding that the defendants' statements emphasizing superior quality were material because "a reasonable jury could conclude that [the company] publicly released optimistic statements ... when it knew [its product] could not be built reliably"

  8. Shaw v. Digital Equipment Corp.

    82 F.3d 1194 (1st Cir. 1996)   Cited 1,043 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 Westinghouse Securities Litigation

    90 F.3d 696 (3d Cir. 1996)   Cited 1,030 times   1 Legal Analyses
    Holding that district court did not abuse its discretion when it dismissed complaint with prejudice following plaintiff's decision not to amend

  10. Suez Equity Investors, L.P. v. Toronto-Dominion Bank

    250 F.3d 87 (2d Cir. 2001)   Cited 565 times   1 Legal Analyses
    Holding that the scienter of an agent of a corporate defendant is attributable to the corporation as a primary violator of § 10(b) and Rule 10b-5

  11. Rule 8 - General Rules of Pleading

    Fed. R. Civ. P. 8   Cited 162,084 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 2,131 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

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

    15 U.S.C. § 77l   Cited 837 times   22 Legal Analyses
    Authorizing relief if the offering documents contain just one untrue statement of material fact

  14. Section 77o - Liability of controlling persons

    15 U.S.C. § 77o   Cited 822 times   8 Legal Analyses
    Imposing liability on persons who "control[] any person liable" under §§ 11 or 12

  15. Section 230.408 - Additional information

    17 C.F.R. § 230.408   Cited 26 times   1 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