LexisNexis Core Terms: forward-looking, cautionary, safe harbor, high-yield,
portfolio, deterioration, scienter, misleading, prong, financial statement,
actual knowledge, accompanied, disclosure, materially, investment-grade, projection,
conference report, remainder, issuer, important factors, state of mind,
historical fact, opposing, default, warning, motive, financial condition,
reasonable basis, investors, otal
Counsel: KENT A. BRONSON (Sanford P.
Dumain, Arthur R. Miller, of counsel), Milberg LLP, New York, NY; Christopher
Lovell and Imtiaz A. Siddiqui, Lovell Stewart Halebian LLP, New York, NY; Law
Offices of Lawrence G. Soicher, New York, NY, for Plaintiffs-Appellants.
ROBERT E. ZIMET (Susan Saltzstein, Christopher P.
Malloy, William F. Clarke, Jr., Irene M. Ten Cate, Daniel M. Gonen, of
counsel), Skadden, Arps, Slate, Meagher & Flom LLP, New York, NY, for
MICHAEL A. CONLEY, Deputy Solicitor (Mark D. Cahn,
Deputy General Counsel, Jacob H. Stillman, Solicitor, Dominick V. Freda, Senior
Counsel, of counsel), Securities and Exchange Commission, Washington, DC, for
amicus curiae Securities and Exchange Commission.
Judges: CALABRESI and KATZMANN, Circuit Judges.
** Judge Jon O. Newman, originally a member of the
panel, recused himself from consideration of this matter after oral argument
took place and did not participate in this decision. This appeal is being
decided by the remaining members of the panel, who are in agreement. See 2d
Cir. R. 0.14.
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See also analysis of this case: Meaningful Cautionary Language under
the PSLRA by Tom Gorman