Liability and enforcement of securities laws.

California Public Employees' Retirement System v. Chubb Corp., 394 F.3d 126, 158 (3d Cir. 2004).Statements about the future do not become actionable misstatements under Rule 10b-5 merely because they later turned out to have been incorrect.

Bender v. Southland Corp., 749 F.2d 1205, 1216 (6th Cir. 1984).In order to satisfy the the requirement of the Private Securities Litigation Reform Act of 1995 that plaintiffs pleading a Rule 10b-5 violation to state with particularity the facts constituting the alleged misstatement or omission, the plaintiff typically must include particularized allegations of the time, place, and content of the alleged misrepresentations or omissions.

Financial Securities Assurance, Inc. v. Stephens, Inc., 450 F.3d 1257, 1262 (11th Cir. 2006).Faced with a Rule 12(b)(6) motion to dismiss, courts must accept all factual allegations in the complaint as true.