United States Second Circuit

Dismissal of a putative class action against defendant and certain of its officers and directors alleging violations of the Securities Exchange Act of 1934 and the Securities Act of 1933 is affirmed, where: 1) Morrison v. National Australia Bank Ltd., 561 U.S. 247 (2010) precludes claims brought pursuant to the Exchange Act by purchasers of shares of a foreign issuer on a foreign exchange, even if those shares were cross-listed on a United States exchange; 2) claims brought under the Securities Act based on disclosures made in connection with defendant's 2008 registered rights offering were properly dismissed because they are immaterial and/or inactionable "puffery," and 3) Exchange Act claims arising out of defendants' statements regarding positions in, and valuation of, mortgage‐related assets were properly dismissed for failure to adequately plead a material misrepresentation or scienter.

Appellate Information

• Decided 05/06/2014
• Published 05/06/2014

Judges

• CABRANES

Court

• United States Second Circuit

Counsel