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The PSLRA imposes additional pleading burdens upon plaintiffs litigating

securities fraud claims in federal courts. Instituto De Prevision Militar v. Merrill Lynch,

546 F.3d 1340, 1344-45 (11th Cir. 2008). The PSLRA requires that a plaintiff alleging

that an untrue or misleading statement has been made or omitted: (1) “ ‘specify each

statement alleged to have been misleading [and] the reason or reasons why the

statement is misleading,’ ” Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. 308,

321 (2007) (quoting 15 U.S.C. § 78u-4(b)(1)); and (2) “ ‘state with particularity facts

giving rise to a strong inference that the defendant acted with the required state of

mind,’ ” id. (quoting 15 U.S.C. § 78u-4(b)(2)). “In any private action arising under this

chapter, the court shall, on the motion of any defendant, dismiss the complaint if the

requirements of paragraphs (1) and (2) are not met.” 15 U.S.C. § 78u-4(b)(3).

  • IV.

    Securities Laws

    • A.

      General Elements

Plaintiff claims that defendants violated Section 10(b) of the Exchange Act, 15

U.S.C. § 78j(b), and Rule 10b-5 promulgated thereunder, 17 C.F.R. § 240.10b-5. (CAC

at ¶ 93). Section 10(b) makes it “unlawful for any person, directly or indirectly ... [t]o use

or employ, in connection with the purchase or sale of any security ... any manipulative

or deceptive device or contrivance in contravention of [SEC] rules and regulations.” 15

U.S.C. § 78j(b). Rule 10b-5 proscribes the “employ[ment of] any device, scheme, or

artifice to defraud” and the “mak[ing of] any untrue statement of a material fact or [the

omission of] a material fact necessary in order to make the statements made, in the light

of the circumstances under which they were made, not misleading.” 17 C.F.R. §

240.10b-5. The Eleventh Circuit has held that in order to successfully allege a claim for


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