§Why CasetextPricing

Zametkin v. Fidelity Management & Research Company et al

MEMORANDUM in Support re MOTION to Dismiss the Amended Complaint

63 Cited authorities

  1. Ashcroft v. Iqbal

    556 U.S. 662 (2009)   Cited 253,156 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

  2. Bell Atl. Corp. v. Twombly

    550 U.S. 544 (2007)   Cited 267,040 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' "

  3. Basic Inc. v. Levinson

    485 U.S. 224 (1988)   Cited 3,348 times   307 Legal Analyses
    Holding that the District Court appropriately certified the class based on the presumption of reliance

  4. Central Bank of Denver v. First I.S. Bk. of Denver

    511 U.S. 164 (1994)   Cited 1,693 times   79 Legal Analyses
    Holding that Section 10(b)’s private right of action does not include suits against aiders and abettors

  5. Chambers v. Time Warner, Inc.

    282 F.3d 147 (2d Cir. 2002)   Cited 6,257 times   5 Legal Analyses
    Holding extrinsic materials were not "integral" to the complaint because the complaint "d[id] not refer to the[m]" and "plaintiffs apparently did not rely on them in drafting it"

  6. Santa Fe Industries, Inc. v. Green

    430 U.S. 462 (1977)   Cited 1,065 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 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"

  8. Shaw v. Digital Equipment Corp.

    82 F.3d 1194 (1st Cir. 1996)   Cited 1,007 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 705 times   1 Legal Analyses
    Holding that an amendment was futile because the claims would be barred by the statute of limitations

  10. Luce v. Edelstein

    802 F.2d 49 (2d Cir. 1986)   Cited 735 times
    Holding that the plaintiff's failure to connect allegations of fraudulent representations to particular defendants, attributing representations simply to the “defendants,” could not satisfy Rule 9(b)'s particularity requirement

  11. Rule 9 - Pleading Special Matters

    Fed. R. Civ. P. 9   Cited 38,954 times   317 Legal Analyses
    Permitting "[m]alice, intent, knowledge, and other conditions of a person's mind [to] be alleged generally"

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

    15 U.S.C. § 77k   Cited 2,113 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 77m - Limitation of actions

    15 U.S.C. § 77m   Cited 954 times   29 Legal Analyses
    Establishing a one-year statute of limitations for §§ 11 and 12 claims which begins to run upon "the discovery of the untrue statement or omission, or after such discovery should have been made by the exercise of reasonable diligence"

  14. 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

  15. Section 77o - Liability of controlling persons

    15 U.S.C. § 77o   Cited 804 times   8 Legal Analyses
    Imposing liability on persons who "control[] any person liable" under §§ 11 or 12

  16. Section 77z-2 - Application of safe harbor for forward-looking statements

    15 U.S.C. § 77z-2   Cited 185 times   19 Legal Analyses
    Defining "forward-looking" statements as statements that are projections about future financial status, future operations, and future economic performance

  17. Section 270.22c-1 - Pricing of redeemable securities for distribution, redemption and repurchase

    17 C.F.R. § 270.22c-1   Cited 32 times

    (a) No registered investment company issuing any redeemable security, no person designated in such issuer's prospectus as authorized to consummate transactions in any such security, and no principal underwriter of, or dealer in, any such security shall sell, redeem, or repurchase any such security except at a price based on the current net asset value of such security which is next computed after receipt of a tender of such security for redemption or of an order to purchase or sell such security: