Miller v. Champion Enterprises, Inc. (2003)

Litig.), 183 F.3d 1017, 1025 (6th Cir. 1979) (quoted in Miller, 346 F.3d at 542, 548 (6th Cir. 1999).

While the danger need not be known, it must at least be so obvious that any reasonable man would have known of it.” Mansbach v. Prescott, Ball & Turben, 598 F.2d 1017, 1025 (6th Cir.1979) (quoted in Miller, 346 F.3d at 672).

See id. at 692 (“[W]e think it is correct to interpret the PSLRA as restricting the ability of plaintiffs to amend their complaint, and thus as limiting the scope of Rule 15(a) of the Federal Rules of Civil Procedure.”).

See id. at 692 ("[W]e think it is correct to interpret the PSLRA as restricting the ability of plaintiffs to amend their complaint, and thus as limiting the scope of Rule 15(a) of the Federal Rules of Civil Procedure.").

“The facts set forth in the complaint must be accepted as true, so long as they are well pleaded.” Miller, 346 F.3d at 671.

Id. at 676 (emphasis added).

See also, e.g., Miller v. Champion Enterprises Inc., 346 F.3d 660, 672 (6th Cir. 2003) (“[I]f the statement qualifies as ‘forward-looking’ and is accompanied by sufficient cautionary language, a defendant’s statement is protected regardless of the actual state of mind.”); Edward J.

Miller v. Champion Enterprises, Inc., 346 F.3d 660, 671 (6th Cir.2003).

Miller v. Champion Enterprises, Inc., 346 F.3d 660, 671 (6th Cir. 2003).

In the first prong, “if a forward-looking statement is accompanied by meaningful cautionary lan guage, the issuer is immune from liability and state of mind is irrelevant.” Humana, 2009 WL 1767193 at *10 (emphasis added); Miller, 346 F.3d at 672.

See Helwig, 251 F.3d at 559 (“‘[W]hen an investor has been warned of risks of a significance similar to that actually realized, she is sufficiently on notice of the danger of the investment to make an intelligent decision about it according to her own preferences for risk and reward.’”) (quoting Harris v. Ivax Corp., 182 F.3d 799 , 807 (11th Cir. 1999)); Miller, 346 F.3d at 678 (cautionary language was meaningful because it “disclosed the exact risk that occurred in this sit…

Compl., ¶ 66) while certainly implying some present circumstances, are also the basis for the forward-looking statements regarding the Company’s ability to maintain the dividend, thus qualifying as an “assumption underlying” a forward-looking statement. 15 U.S.C. § 78u-5(i)(1)(D); Champion, 346 F.3d at 677.

“In other words, if the statement qualifies as ‘forward-looking’ and is accompanied by sufficient cautionary language, a defendant’s statement is protected regardless of the actual state of mind.” Miller, 346 F.3d at 672; see also In re Humana, Inc. Secs.

Furthermore, the Sixth Circuit has interpreted the PSLRA as “restricting the ability of plaintiffs to amend their complaint, thus as limiting the scope of Rule 15(a) of the Federal Rules of Civil Procedure.” Miller, 346 F.3d at 692 (“The purpose of the PSLRA would be frustrated if district courts were required to allow repeated amendments to complaints filed under the PSLRA.”).

See also id. at 690 (“The district court also correctly held that allowing repeated filing of amended complaints would frustrate the purpose of the PSLRA.”); Fidel v. Farley, 392 F.3d 220, 236 (6th Cir.2004) (same); PR Diamonds, Inc. v. Chandler, 364 F.3d 671, 699-700 (6th Cir.2004) (same); Stambaugh v. Compro Companies, 116 Fed.Appx. 592, 598 (6th Cir.2004).

Now, when assessing whether a plaintiff has offered “facts giving rise to a strong inference” of defendants’ scienter, “plaintiffs are entitled only to the most plausible of competing inferences.” Miller v. Champion Enterprises Inc., 346 F.3d 660, 673 (6th Cir.2003), citing Helwig, 251 F.3d at 553 .

If material and accompanied by meaningful cautionary language, forward-looking statements are protected by the PSLRA’s safe harbor provision which renders the state of mind irrelevant. 15 U.S.C. § 78u-5(a),(c) 5 ; Champion, 346 F.3d at 672.

Statements 2, 7-9, and 12-16 “appear to be classically forward-looking.” See Miller, 346 F.3d at 677.

The Sixth Circuit also warned that “the purpose of the PSLRA would be frustrated if district courts were required to allow repeated amendments to complaints filed under the PSLRA.” Miller, 346 F.3d at 692.

In the Sixth Circuit, “if the statement qualifies as ‘forward-looking’ and is accompanied by sufficient cautionary language, a defendant’s statement is protected regardless of the actual state of mind.” ECF No. 574 at PageID #: 41953 (quoting Miller, 346 F.3d at 672).

Tenn. 2019) (citations and internal quotations omitted). “[F]or ‘forward-looking statements’ that are accompanied by meaningful cautionary language, the ... the safe harbor provided for in the PSLRA makes the state of mind irrelevant.” Id. (quoting Miller v. Champion Enterprises Inc., 346 F.3d 660, 672 (6th Cir. 2003) (citing 15 U.S.C. § 78u–5(c)(1)(A)).

Defendants’ allegedly problematic statements were “accompanied by meaningful cautionary language.” Id. at 677.

In concluding that the District Court had not abused its discretion in that regard (see, e.g., Ziegler v. Aukerman, 512 F.3d 777, 786 (6th Cir.2008) (ruling on a motion for leave to amend is reviewed under an abuse of discretion standard); Janikowski v. Bendix Corp., 823 F.2d 945, 951 (6th Cir.1987) (same)), the Miller court wrote, "the purpose of the PSLRA would be frustrated if district courts were required to allow repeated amendments to complaints filed under the PSLRA.”…

Courts have relied on Miller for the proposition that “the purposes of the PSLRA would be frustrated if plaintiffs were allowed to repeatedly amend their complaints in order to meet the particularity requirements of the statute.” Id. at 692; Zwick Partners, LP v. Quorum Health Corp., 394 F. Supp. 3d 804 , 813 (M.D.

As a preliminary matter, Defendants cite Kuyat v. BioMimetic Therapeutics, Inc., 747 F.3d 435 (6th Cir. 2014), and Miller v. Champion Enterprises Inc., 346 F.3d 660, 692 (6th Cir. 2003), for the proposition that the “usual liberal standards under Rule 15 do not apply to cases governed by the PSLRA.” (Defs.’ Resp.

Tenn. 2019), or when amendment would be futile, see Miller v. Champion Enterprises Inc., 346 F.3d 660, 692 (6th Cir. 2003), In re NAHC, Inc. Sec.

Corp., 72 F. Supp. 2d 220, 231 (S.D.N.Y. 1999)); Miller v. Champion Enters., 346 F.3d 660 , 677 (6th Cir. 2003) (“[T]o be protected by the safe harbor provisions of the PSLRA, these statements must also have been accompanied by meaningful cautionary language.”).

Miller v. Champion Enterprises, Inc., 346 F.3d 660, 690-91 (6th Cir. 2003) (affirming the district court’s denial of a motion to amend based on futility).

Miller, 346 F.3d at 690.

Statements are not protected where, as here, they are “not accompanied by meaningful cautionary language.” Miller, 346 F.3d at 672.

Corp. v. Advest, Inc., 512 F.3d 46 , 56 (1st Cir. 2008) (“We hold that the PSLRA does not itself modify the liberal amendment policy of Rule 15(a).”) with Miller v. Champion Enters., Inc., 346 F.3d 660 , 692 (6th Cir. 2003) (“[W]e think it is correct to interpret the PSLRA as restricting the ability of plaintiffs to amend their complaint, and thus as limiting the scope of Rule 15(a) of the Federal Rules of Civil Procedure.”).

Id. at 682 (emphasis added).

As Defendants have pointed out, they were “not required to detail every facet or extent of [the] risk[s] to have adequately disclosed the nature of the risk[s].” Miller, 346 F.3d at 678.

Under Rule 15(a)(2), the general rule is that courts have discretion to grant leave to amend and should “freely give leave when justice so requires.” Prior to Tellabs , however, the Sixth Circuit suggested that the purposes of the PSLRA — a statute intended to “screen out” securities class action lawsuits that “have no factual basis” — would be frustrated if district courts were “required to allow repeated amendments to complaints.” Miller, supra, 346 F.3d at 691-692; see al…

Cardinal Defendants argue that Plaintiffs suggestion that “the Court brush aside the absence of a Helwig factor is ... nonsense.” See Def.’s Reply to Motion to Dismiss at 19; see Helwig, 251 F.3d at 552 (citing PR Diamonds, 91 Fed.Appx. at 427 ) (going through Helwig factors one by one, and affirming dismissal on scienter grounds immediately after recognizing “[f]ew of these factors emerge”); Miller, 346 F.3d at 672-73 (affirming dismissal where three Helwig factors at issue…

Miller v. Champion Enterprises Inc., 346 F.3d 660, 687 (6th Cir.2003);, Harris v. Ivax Corp., 182 F.3d 799 , 803 (11th Cir.1999) (“If a statement is accompanied by ‘meaningful cautionary language,’ the defendants’ state of mind is irrelevant.”); Sand-mire v. Alliant Energy Corp., 296 F.Supp.2d 950, 958 (W.D.Wis.2003) (“Such knowledge and the state of mind of the defendants at the time the statement was made are irrelevant to a safe harbor defense based on cautionary language…

See Miller, 346 F.3d at 672, 678 .

See id. at 700.

See Miller, 346 F.3d at 672 (explaining that forward-looking statements must be accompanied by “meaningful cautionary statements”).

See Miller v. Champion Enterprises Inc., 346 F.3d 660, 676-77 (6th Cir. 2003) (relying on 15 U.S.C. § 78u-5(i)(l)(D) and finding reference to use of term “continuation” in phrase “continuation of outstanding earnings growth” did not transform an otherwise forward-looking prediction into an unprotected mixed statement). *944 Even putting that exception aside, Gemunder’s statements cannot be deemed material.

See Miller v. Champion Enterprises Inc., 346 F.3d 660, 676-77 (6th Cir. 2003) (relying on 15 U.S.C. § 78u-5(i)(1)(D) and finding reference to use of term "continuation" in phrase "continuation of outstanding earnings growth" did not transform an otherwise forward-looking prediction into an unprotected mixed statement). *944 Even putting that exception aside, Gemunder's statements cannot be deemed material.

See Miller v. Champion Enters., Inc., 346 F.3d 660 , 672 (6th Cir. 2003); Greebel v. FTP Software, Inc., 194 F.3d 185 , 200–01 (1st Cir. 1999); Bryant v. Avado Brands, Inc., 187 F.3d 1271 , 1283–84 (11th Cir. 1999).

See Miller v. Champion Enters., Inc., 346 F.3d 660 , 672 (6th Cir.2003); Greebel v. FTP Software, Inc., 194 F.3d 185, 200-01 (1st Cir.1999); Bryant v. Avado Brands, Inc., 187 F.3d 1271, 1283-84 (11th Cir. 1999).

See Miller v. Champion Enters., Inc., 346 F.3d 660 , 671 (6th Cir.2003); Parry v. Mohawk Motors of Michigan, Inc., 236 F.3d 299, 306 (6th Cir.2000).

See Miller v. Champion, 346 F.3d 660 , 692 (6th Cir.2003).

See Miller v. Champion, 346 F.3d 660 , 692 (6th Cir.2003).

See Miller v. Champion Enters., Inc., 346 F.3d 660 , 677 (6th Cir.2003).

See id. ; Omnicare , 769 F.3d at 470 .

See Miller v. Champion Enters., Inc., 346 F.3d 660 , 678 (6th Cir.2003) (“[S]inee we conclude that the statements ... were accompanied by meaningful cautionary language, the statements are subject to the safe harbor provisions of the PSLRA and are therefore not actionable.

See Miller v. Champion Enter., Inc., 346 F.3d 660 , 677-78 (6th Cir.2003). 6 However, the remaining statements regarding the effect of changes the company has under gone and the intended impact in creating long-term shareholder value falls within the safe harbor.