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Finally, although a Court is generally limited to the four corners of the complaint

when considering a motion to dismiss, “in a securities fraud case, [a court] may take

judicial notice (for the purpose of determining what statements the documents contain

and not to prove the truth of the documents' contents) of relevant public documents

required to be filed with the SEC, and actually filed.” Bryant v. Avado Brands, Inc., 187

  • F.

    3d 1271, 1278 (11th Cir. 1999) (footnote omitted).

  • B.

    Specific - Rule 9 and the PSLRA

Complaints alleging securities fraud are subject to specific rules of pleading-the

requirements of Fed. R. Civ. P. 9(b) and the Private Securities Litigation Reform Act

(“PSLRA”). Rule 9(b) requires that a plaintiff alleging fraud “must state with particularity

the circumstances constituting fraud.” Fed. R. Civ. P. 9(b). A plaintiff meets this

requirement by setting forth in the complaint “ ‘(1) precisely what statements were made

in what documents or oral representations or what omissions were made, and (2) the

time and place of each such statement and the person responsible for making (or, in the

case of omissions, not making) same, and (3) the content of such statements and the

manner in which they misled the plaintiff, and (4) what the defendants obtained as a

consequence of the fraud.’ ” Ziemba v. Cascade Int'l, Inc., 256 F.3d 1194, 1202 (11th

Cir. 2001) (quoting Brooks v. Blue Cross & Blue Shield of Fla., Inc., 116 F.3d 1364,

1371 (11th Cir.1997) (internal quotation omitted)). “A sufficient level of factual support

for a [Section 10(b) ] claim may be found where the circumstances of the fraud are pled

in detail. This means the who, what, when where, and how: the first paragraph of any

newspaper story.” Garfield v. NDC Health Corp., 466 F.3d 1255, 1262 (11th Cir. 2006)

(internal quotation marks omitted).


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