Claims for securities fraud.

Harris v. Union Electric Co., 787 F.2d 355, 359-60 (8th Cir. 1986) (holding that bespeaks caution doctrine protected defendant where offering statement stated risks that later resulted in the alleged harm).Accompanying cautionary language may negate the materiality of misstatements in projections, forecasts, or predictions.

Flamm v. Eberstadt, 814 F.2d 1169, 1174 (7th Cir. 1987).A plaintiff can not establish liability in a claim brought under Rule 10b-5 without showing that the defendant acted with scienter.

In re Stone & Webster, Inc., Securities Litigation, 414 F.3d 187, 215 (1st Cir. 2005).Absent extraordinary circumstance, an auditor's motivation to continue a profitable business relationship is insufficient by itself to support a strong inference of scienter under the Private Securities Litigation Reform Act of 1995.