Filed May 26, 2017
Because Plaintiff has failed to plead a claim under Section 10(b), its derivative claim under Section 20(a) against the Individual Defendants must also fail. See Advanta, 180 F.3d at 541 (“claims under Section 20(a) are derivative, requiring proof of a separate underlying violation of the Exchange Act.”).
Filed December 14, 2009
Given that they retained such a significant percentage of their holdings, the Outside Directors had “every incentive” to keep Toll Brothers profitable. Cf. Advanta, 180 F.3d at 541. As the Third Circuit has noted: As a general matter, . . . causing temporary inflations of price through the dissemination of false information hurts the long-term stock price of the company and thereby presumably hurts managerial compensation that may be tied to the long-term performance of the company . . . because these disseminations of false information (that are eventually discovered by the market) increase the volatility of the company’s stock and in turn increase its risk.
Filed March 26, 2010
This scienter standard requires plaintiffs to allege facts giving rise to a “strong inference” of “either reckless or conscious behavior.” Avaya, 564 F.3d at 267 (quoting Advanta, 180 F.3d at 534-35). The PSLRA requirement that the plaintiff plead with particularity facts giving rise to a “strong inference” of scienter requires courts to weigh the “plausible nonculpable explanations for the defendant’s conduct” against the “inferences favoring the plaintiff.”
Filed February 1, 2010
Plaintiffs Allege Actual Knowledge of Adverse Facts that Rendered Their Forecasts Misleading No amount of cautionary language insulates statements made with actual knowledge of their falsity or misleading nature: “[T]he safe harbor will not apply if the statement was made with „actual knowledge‟ that the statement was false or misleading.” Advanta, 180 F.3d at 536; see also Gargiulo v. Demartino, 527 F. Supp. 2d 384, 389 (E.D. Pa. 2007). “In other words, the safe harbor provision does not afford corporations a free pass to lie to investors.
Filed June 8, 2017
CIV.A. 06- 1467, 2007 WL 2306586, at *17 (E.D. Pa. Aug. 9, 2007); see also Advanta, 180 F.3d 525, 539 (“[A]llegations that a securities-fraud defendant, because of his position within the company, must have known a statement was false or misleading are precisely the types of inferences which [courts], on numerous occasions, have determined to be inadequate to withstand Rule 9(b) scrutiny.”) (citation omitted).
Filed November 17, 2015
Sec. Litig., 397 F. Supp. 2d 575, 587 (E.D. Pa. 2005) (quoting Advanta, 180 F.3d at 534) (“Allowing scienter to be established through recklessness ‘promotes the policy objectives of discouraging deliberate ignorance and preventing defendants from escaping liability solely because of the difficulty of proving conscious intent to commit fraud.’”).
Filed July 14, 2014
Section 78u-4(b)(1) adds an additional requirement where “‘an allegation regarding [a defendant’s] statement or omission is made on information -18- and belief.’” Id., quoting 15 U.S.C. § 78u-4(b)(1)(B). In those circumstances, plaintiffs must also “state with particularity all facts on which that belief is formed.” Id., quoting Advanta, 180 F.3d at 538. Thus, when allegations are made on information and belief, the complaint “must state the allegations with factual particularity,” and also “describe the sources of information with particularity, providing the who, what, when, where and how of the sources, as well as the who, what, when, where and how of the information those sources convey.” Id. As discussed below, Lead Plaintiff’s allegations of the falsity of Defendants’ statements comply with the PSLRA’s pleading requirements.
Filed March 1, 2017
(Opp. 33.) Such modest divestiture does not suggest fraud. See, e.g., Advanta, 180 F.3d at 540 (sales of “only” 7% of defendant’s holdings did not support scienter); Cozzarelli, 549 F.3d at 628 (“modest to de minimis” sales of 13%, 12%, and 3% did not support scienter); Sapir, 2016 WL 554581, at *13 (sales of 5.9% did not support scienter).
Filed February 6, 2015
¶¶104, other sales were indicative of scienter. 180 F.3d at 540. The court further held that where insider sales were unusual compared to past practice – as is the case here – such sales may be probative of scienter.
Filed June 6, 2011
Advanta, 180 F.3d at 539. Although Plaintiffs allege the individual Defendants had “access” to the alleged truth, they fail to specify the reports or statements that contained this information.