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rise to a strong inference of scienter because “a Sarbanes-Oxley certification is only

probative of scienter if the person signing the certification was severely reckless in

certifying the accuracy of the financial statements.” Mizzaro, F.3d at 1252 (citations

omitted). A certifier would be severely reckless only if he “had reason to know, or

should have suspected, due to the presence of glaring accounting irregularities or other

‘red flags,’ that the financial statements contained material misstatements or omissions.”

Id. at 1252. No such “red flags” are alleged here. The mere fact that certain defendants

signed SEC filings is not indicative of scienter and certainly does not create a more

compelling inference than the inference that defendants’ signatures were routine. See

also In re CP Ships, Ltd., Sec. Litig., 2007 WL 1068219 (M.D. Fl. 2007) (allegations that

defendants signed Sarbanes-Oxley certifications did not create inference of scienter

where no allegations of “glaring” accounting irregularities).

Finally, plaintiff’s argument that the individual defendants committed securities

fraud by virtue of their senior positions in the Company, CAC at ¶¶ 11, 12, 171, is

insufficient to give rise to a strong inference that they acted fraudulently. See Smith

Gardner, 214 F. Supp. 2d at 1303 (“Mere allegations that Defendants had senior

management positions, had access to inside information, and therefore must have

known of the falsity of certain statements is insufficient to plead scienter.”).

Overall, plaintiff has failed to properly plead scienter as to the individual


5. Post Class Period Developments and Scienter

The Whitney Defendants also argue that the CAC’s reference to Post Class

Period Developments, CAC at ¶¶ 159-164, is not relevant to whether plaintiff has plead


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