Cluster 8439953

See Absolute Activist, 677 F.3d at 68— 69; Giunta v. Dingman, 893 F.3d 73, 79 (2d Cir. 2018). 1.

Litig., 988 F.3d 157 , 167 (2d Cir. 2021) (same); Giunta v. Dingman, 893 F.3d 73, 79 (2d Cir. 2018) (same).

In Giunta v. Dingman, we found that irrevocable liability occurred in New York because that was where the parties met in person, where one party received telephone calls from the other while they were negotiating a securities contract, where they sent the terms of the agreement, and where funds were transferred from. 893 F.3d 73, 76-77, 79-80 (2d Cir. 2018).

Giunta v. Dingman, 893 F.3d 73, 78-79 (2d Cir. 2018).

Litig., 988 F.3d 157 , 167 (2d Cir. 2021) (same); Giunta v. Dingman, 893 F.3d 73, 79 (2d Cir. 2018) (same).

Dingman, 893 F.3d 73, 79-80 (2d Cir. 2018). 26 Holdings SE compels dismissal.”* In Parkcentral, plaintiffs alleged that Porsche, a German company, and its executives “made various fraudulent statements and took various manipulative actions to deny and conceal its intention to take over [Volkswagen AG (“VW”)],” also a German company.!”’ Plaintiffs, “more than thirty international hedge funds, employed securities-based swap agreements pegged to the price of VW shares, which tr…

Ass'n Sec., Derivative & “ERISA” Litig., 247 F.R.D. 32, 39 (D.D.C. 2008)) (‘Whether a particular announcement ... actually cured a prior misrepresentation is ... a sensitive issue to rule on at this early stage of the proceedings, because it comes so close to assessing the ultimate merits in the case.”) At this stage of the proceedings, the Class Period will remain between July 17, 2018 and April 12, 2019, inclusive. e. Elizabeth Alexander Lacks Standing to Represent the Cla…

Holdings, Inc., 933 F.3d 217, 222 (2d Cir. 2019) (quoting Giunta v. Dingman, 893 F.3d 73, 78-79 (2d Cir. 2018)).

When evaluating the motion, the Court must “accept[] all of the complaint’s factual allegations as true and draw[] all reasonable inferences in the plaintiff’s favor.” Siegel v. HSBC N.Am.Holdings, Inc., 933 F.3d 217, 222 (2d Cir. 2019) (quoting Giunta v. Dingman, 893 F.3d 73, 78-79 (2d Cir. 2018)).

The Court must “‘accept[] all of the complaint’s factual allegations as true and draw[] all reasonable inferences in the plaintiff’s favor.’” Siegel v. HSBC North America Holdings, Inc., 933 F.3d 217, 222 (2d Cir. 2019) (quoting Giunta v. Dingman, 893 F.3d 73, 78-79 (2d Cir. 2018)).

When considering any motion to dismiss a complaint under Rule 12, the Court must “‘accept[] all of the complaint’s factual allegations as true and draw[] all reasonable inferences in the plaintiff’s favor.’” Siegel v. HSBC North America Holdings, Inc., 933 F.3d 217, 222 (2d Cir. 2019) (quoting Giunta v. Dingman, 893 F.3d 73, 78-79 (2d Cir. 2018)).

The Court must “‘accept[] all of the complaint’s factual allegations as true and draw[] all reasonable inferences in the plaintiff’s favor.’” Siegel v. HSBC North America Holdings, Inc., 933 F.3d 217, 222 (2d Cir. 2019) (quoting Giunta v. Dingman, 893 F.3d 73, 78-79 (2d Cir. 2018)).

The Court must “‘accept[] all of the complaint’s factual allegations as true and draw[] all reasonable inferences in the plaintiff’s favor.’” Siegel v. HSBC North America Holdings, Inc., 933 F.3d 217, 222 (2d Cir. 2019) (quoting Giunta v. Dingman, 893 F.3d 73, 78-79 (2d Cir. 2018)).

The Court must “‘accept[] all of the complaint’s factual allegations as true and draw[] all reasonable inferences in the plaintiff’s favor.’” Siegel v. HSBC North America Holdings, Inc., 933 F.3d 217, 222 (2d Cir. 2019) (quoting Giunta v. Dingman, 893 F.3d 73, 78-79 (2d Cir. 2018)).

Id. at 77, 82 .

A. At this stage, the Court is satisfied that the Pentwater Funds have adequately alleged a “domestic transaction,” “meaning that [Pentwater Funds] (the purchaser) incurred irrevocable liability within the United States to take and pay for a security.” Giunta v. Dingman, 893 F.3d 73, 79-80 (2d Cir. 2018) (“Irrevocable liability, for section 10(b) purposes, attaches when the parties become bound to effectuate the transaction, that is when the parties obligated themselves to p…

The Court must “‘accept[] all of the complaint’s factual allegations as true and draw[] all reasonable inferences in the plaintiff’s favor.’” Siegel v. HSBC North America Holdings, Inc., 933 F.3d 217, 222 (2d Cir. 2019) (quoting Giunta v. Dingman, 893 F.3d 73, 78-79 (2d Cir. 2018)).

The Court of Appeals has explained that “domestic transactions” are “those involving securities in which (1) irrevocable liability is incurred in the United States, or (2) title passes within the United States.” Giunta v. Dingman, 893 F.3d 73, 79 (2d Cir. 2018) (citing Absolute Activist Value Master Fund Ltd. v. Ficeto, 677 F.3d 60, 62 (2d Cir. 2012)).

(See Pl.’s Spencer Mem. 4.) Irrevocable liability attaches “when the parties become bound to effectuate the transaction, that is when the parties obligated themselves to perform what they had agreed to perform even if the formal performance of their agreement is to be after a lapse of time.” Giunta v. Dingman, 893 F.3d 73, 79 (2d Cir. 2018) (citation and quotation marks omitted).

Works Dep't, 879 F.3d 486, 489 (2d Cir. 2018); Giunta v. Dingman, 893 F.3d 73, 79 (2d Cir. 2018); Bd.-Tech Elec.

See Giunta v. Dingman, 893 F.3d 73, 79 (2d Cir. 2018).

See Giunta v. Dingman, 893 F.3d 73 , 78- 79 (2d Cir. 2018).

See Giunta v. Dingman, 893 F.3d 73, 78-79 (2d Cir. 2018).

See Giunta v. Dingman, 893 F.3d 73, 78-79 (2d Cir. 2018).

See Giunta v. Dingman, 893 F.3d 73, 79 (2d Cir. 2018).

See Giunta v. Dingman, 893 F.3d 73, 79 (2d Cir. 2018).

See Giunta v. Dingman, 893 F.3d 73, 78-79 (2d Cir. 2018).

See Giunta v. Dingman, 893 F.3d 73, 79 (2d Cir. 2018).

See Giunta v. Dingman, 893 F.3d 73, 79 (2d Cir. 2018).

See Giunta v. Dingman, 893 F.3d 73, 79 (2d Cir. 2018).

See Giunta v. Dingman, 893 F.3d 73, 79 (2d Cir. 2018).

See Giunta v. Dingman, 893 F.3d 73, 79 (2d Cir. 2018).3 A court may not dismiss claims unless the plaintiff has failed to plead facts sufficient to state a claim to relief that is facially plausible.

See Giunta v. Dingman, 893 F.3d 73, 79 (2d Cir. 2018).

See Giunta v. Dingman, 893 F.3d 73, 79 (2d Cir. 2018).

See Giunta v. Dingman, 893 F.3d 73, 79 (2d Cir. 2018).

See Giunta v. Dingman, 893 F.3d 73, 79 (2d Cir. 2018).

See Giunta v. Dingman, 893 F.3d 73, 79 (2d Cir. 2018).

See Giunta v. Dingman, 893 F.3d 73, 79 (2d Cir. 2018).

See Giunta v. Dingman, 893 F.3d 73, 79 (2d Cir. 2018).

See Giunta v. Dingman, 893 F.3d 73, 79 (2d Cir. 2018).

See Giunta v. Dingman, 893 F.3d 73, 79 (2d Cir. 2018).

See Giunta v. Dingman, 893 F.3d 73, 79 (2d Cir. 2018).

See Giunta v. Dingman, 893 F.3d 73, 79 (2d Cir. 2018).

See Giunta v. Dingman, 893 F.3d 73 , -6- 76–77, 80 (2d Cir. 2018) (holding that plaintiffs adequately alleged a domestic transaction where one plaintiff accepted—over lunch meetings and phone calls in Manhattan—the defendant’s offer to invest in a venture); Vilar, 729 F.3d at 76–78 (concluding that the trial evidence would have supported a jury finding that the underlying transactions were domestic where some fraud victims entered into and renewed their investment agreements…

See Giunta v. Dingman, 893 F.3d 73, 79 (2d Cir. 2018).

See Giunta v. Dingman , 893 F.3d 73 , 78 (2d Cir. 2018).

See Giunta v. Dingman, 893 F.3d 73, 78 (2d Cir. 2018). 4 distributors, and many states and municipalities tax the sale of liquor.

See Giunta v. Dingman, 893 F.3d 73, 78 (2d Cir. 2018). 4 distributors, and many states and municipalities tax the sale of liquor.

Section 10(b) of the Securities Exchange Act makes it unlawful to “use or employ, in connection with the purchase or sale of any security . . . , any manipulative or deceptive device or contrivance in contravention of such rules and regulations as the [SEC] may prescribe.” 15 U.S.C. § 78j(b); see also Giunta v. Dingman, 893 F.3d 73, 79 (2d Cir. 2018); Stratte-McClure v. Morgan Stanley, 776 F.3d 94, 100 (2d Cir. 2015); Dalberth v. Xerox Corp., 766 F.3d 172, 182 (2d Cir. 2014).

See, e.g., Giunta v. Dingman, 893 F.3d 73, 79 (2d Cir. 2018); Bd.-Tech Elec.