The Complaint also leaves it up to the reader s imagination to determine: (a) which accounting standards SingerLewak violated in connection with the subject audits, (b) how the statements made in the audit opinions were false or misleading at the time they were made, (c) what deficiencies existed in the performance of the subject audits negating a reasonable basis for the audit opinions, and (d) generally what aspects of the subject audits were negligently performed. As a result of the aforementioned, and in accordance with the case law cited herein, it is overwhelmingly apparent that the Complaint fails to state a claim under 15 U.S.C. § 77k(a)(4) against SingerLewak. Therefore, the Court should grant this Motion to Dismiss the Consolidated Amended Class Action Complaint in favor of SingerLewak.

See Part I.D, supra (addressing identical arguments by Nomura).48 Such unsupported speculation does not create a genuine issue of material fact as to whether RBSSI ensured that the information in the Prospectus Supplements was accurate “at the time [it] became effective.” 15 U.S.C. § 77k(b)(3)(A). Next, RBSSI argues that it need not have considered information up until the effective date because the Prospectus Supplements purportedly make assertions as of a “cut-off” date.

As demonstrated above, the due diligence that A&S conducted in its role as underwriter for the Tibet IPO was reasonable under Section 11. See 15 U.S.C. § 77k(c). The extensive due diligence undertaken shows A&S employed a “high degree of care in investigation and independent verification of the company’s representations.’

As demonstrated above, the due diligence that A&S conducted in its role as underwriter for the Tibet IPO was reasonable under Section 11. See 15 U.S.C. § 77k(c). The extensive due diligence undertaken shows A&S employed a “high degree of care in investigation and independent verification of the company’s representations.’

SURF also ignored red flags about the quality of its diligence vendor, Hanover. The settled rule is that, “[i]f a ‘prudent man in the management of his own property,’ 15 U.S.C. § 77k(c), upon reading the [portions of the registration statement and other public information] would have questioned the accuracy of the figures, then those figures constituted a red flag and imposed a duty of investigation on the [u]nderwriter.” In re WorldCom, 346 F. Supp. 2d at 679.

Thus, the CAC plausibly alleges that the “value” of Snap common stock on the date each suit was brought (May 16, 2017, July 10, 2017, and November 1, 2017) was less than the “price” at which Snap common stock was offered during the IPO, causing Plaintiffs’ damages under Section 11. See 15 U.S.C. §77k(e)(1) and (3). Defendants have not challenged the adequacy of these allegations.

See ¶¶23, 336; In re Giant Interactive Group, Inc. Sec. Litig., 07 cv 10588 (RWS), 2009 U.S. Dist. LEXIS 69414, at *22- *24 (S.D.N.Y. August 7, 2009) (collecting cases); Sonic Innovations, 2003 U.S. Dist. LEXIS 2378, at *18-*21 (“plaintiffs do not need to plead…causation…in order to recover”); 15 U.S.C. § 77k(e) (“Provided, That if the defendant proves….”); McKesson, 126 F. Supp. 2d at 1258; In re Countrywide Financial Corp. Sec. Litig., 588 F. Supp. 2d 1132, 1168, n.40 (C.D. Cal. 2008) (“Damages are not an element.”). Finally, in raising damages at this stage, defendants are yet again prematurely seeking to raise a question of fact for the jury.43 See NPS, 2007 U.S. Dist. LEXIS 48713, at *18

To be reasonable, Goldman’s investigation must be “that required of a prudent man in the management of his own property.” 15 U.S.C. § 77k(c). Under that standard, the fact that Goldman sampled even fewer loans for its Third-Party Securitizations as compared to the WLTD Securitizations means that its investigations were unreasonable as a matter of law, especially when considered against Goldman’s nuanced knowledge of the mortgage market, see Part II.C.2, supra.

Each of these Defendants now “bear the burden of demonstrating due diligence” as an affirmative defense in order to escape liability. Herman & MacLean, 459 U.S. at 381-82; see 15 U.S.C. §77k(b). Contrary to Defendants’ argument (Prud.

The 1933 Act establishes reliance as a requirement for purchases following a twelve-month earnings statement. 15 U.S.C. § 77k(a). To apply the fraud-on-the-market presumption—a presumption developed in the context of Rule 10b-5, which has no statutory text for its elements, and the contours of which have therefore been shaped by the courts, see Morrison, 130 S. Ct. at 2881 12 The Second Circuit affirmed on the district court’s finding that common issues would predominate, even if some plaintiffs had to prove actual reliance.