Broker-Dealer Litigation - Greenberg Traurig LLP

immaterial; or (3) made without actual knowledge that the statement was false and misleading.
The court found that defendant’s use of certain terms, including “expecting,” “anticipating” and
“believing,” were sufficient to indicate they were forward looking statements.
In re Lincoln Educ. Srvs. Corp. Sec. Lit., 2011 WL 3912832 (D. N.J. Sept. 6, 2011).
C.1.f
Plaintiffs filed a securities fraud claim against defendant educational institution, alleging
defendant misled investors concerning the implementation of reforms to defendant’s admissions
standards, which allegedly would have affected the student enrollment growth rate. Defendant,
on motion to dismiss, alleged that the statements allegedly made in connection with the change
in admission standards were forward-looking in nature and not subject to claims of
misrepresentations or omissions under the Securities Exchange Act of 1934. The court found
that the safe harbor provision of the Private Securities Litigation Reform Act of 1995 (“PSLRA”)
states that forward-looking statements are protected if they are identified as forward looking and
are accompanied by meaningful cautionary statements identifying important factors that could
cause actual results to differ from those in the forward-looking statement. Plaintiffs argued that,
although the statements were forward looking, the warnings were not adequate to provide
meaningful cautionary language. However, the court found that the cautionary language was
sufficient, and the statements fell within the safe harbor provision.
Love v. Alfacell Corp., 2011 WL 4915874 (D. N.J. Oct. 17, 2011).
C.1.f
Plaintiff, who executed stock options in defendant company, brought suit against
defendants for violations of Section 10(b) and Rule 10b-5 of the Securities Exchange Act of
1934. Plaintiff alleged that defendants disseminated false and misleading statements related to
pharmaceutical drug trials when they claimed a phase would be completed by a certain date.
After the date passed, and the phase had not been completed, plaintiff’s stock dropped
significantly in value. Defendants asserted, in a motion to dismiss, that any statements made
were either not material, or subject to the safe harbor provision of the Private Securities
Litigation Reform Act of 1995 (“PSLRA”). The court found that a reasonable investor, in
viewing all of the information made available by defendant, would not have considered the
projections as significantly altering the total mix of information available. Moreover, the various
disclaimers given by defendants prior to each statement turned the statements into mere
predictions of the completion date of the phase at issue. Accordingly, the court dismissed
plaintiff’s Section 10(b) and Rule 10b-5 claims.
Steamfitters Local 449 Pension Fund v. Alter, 2011 WL 4528385 (E.D. Pa. Sept. 30, 2011).
C.1.f
Plaintiffs brought securities fraud class action against defendants, alleging defendants had
material information about the true state of defendant corporation’s financial condition, including
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