Third Amended Complaint - Lehman Brothers Securities Litigation

misleading. The Securities Act Defendants did not make a reasonable investigation or possessreasonable grounds to believe that the statements contained in the Shelf Registration Statement weretrue, were without omissions of any material facts, and were not misleading. Accordingly, theSecurities Act Defendants acted negligently and are therefore liable to Plaintiffs and members of theClass who purchased or otherwise acquired the securities sold pursuant or traceable to thematerially false and misleading Offering Materials and Structured Note Offering Materials for theOfferings set forth on Appendices A and B.127. Plaintiffs and all members of the Class who purchased or otherwise acquired Lehmansecurities sold in or traceable to these Offerings did not know of the negligent conduct allegedherein or of the facts concerning the untrue statements of material fact and omissions alleged herein,and by the reasonable exercise of care could not have reasonably discovered such facts or conduct.128. None of the untrue statements or omissions alleged herein was a forward-lookingstatement but, rather, each concerned existing facts. Moreover, the Defendants named in this Countdid not properly identify any of these untrue statements as forward-looking statements and did notdisclose information that undermined the validity of those statements.129. Less than one year elapsed from the time that Plaintiffs discovered or reasonablycould have discovered the facts upon which this Count is based from the time that the initialcomplaint was filed asserting claims arising out of the Shelf Registration Statement. Less than threeyears elapsed from the time that the securities upon which this Count is brought were offered ingood faith to the public to the time that the initial complaint was filed.130. Plaintiffs and all members of the Class have sustained damages. The value of thesecurities sold pursuant or traceable to the Offerings set forth in Appendices A and B has declinedsubstantially due to the Securities Act Defendants’ violations of Section 11 of the Securities Act.131. By reason of the foregoing, the Securities Act Defendants are liable for violations ofSection 11 of the Securities Act to Plaintiffs and all members of the Class.-43-