In a suit alleging violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, 15 U.S.C. sections 78n(a) and 78t(a), and Securities and Exchange Commission Rule 14a‐9, 17 C.F.R. section 240.14a‐9, the District Court's dismissal of plaintiff's sections 14(a) and 20(a) claims is affirmed where: 1) plaintiff's Section 14(a) claim is time‐barred by the applicable three‐year statutes of repose; and 2) its Section 20(a) claim was properly dismissed for failure to state a claim upon which relief can be granted.