NORMAN J. BLEARS (Bar No. 95600) MICHAEL L. CHARLSON (Bar No. 122125) GEORGE H. BROWN (Bar No. 138590) WILLIAM J. JAMES (Bar No. 174627) SANDRA M. LEE (Bar No. 191517) HELLER EHRMAN WHITE & McAULIFFE 525 University Avenue, Suite 1100 Palo Alto, California 94301-1900 Telephone: (650) 324-7000 Facsimile: (650) 324-0638 TIMOTHY K. ROAKE (Bar No. 99539) FENWICK & WEST Two Palo Alto Square, Suite 800 Palo Alto, California 94306 Telephone: (650) 494-0600 Facsimile: (650) 494-1417 Attorneys for Defendants SYMANTEC CORPORATION; GORDON E. EUBANKS, JR.; CHARLES BOESENBERG; EUGENE WANG; HOWARD A. BAIN, III; ELLEN TAYLOR; ROBERT R.B. DYKES; JOHN LAING; and DEREK WITTE UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN JOSE DIVISION MOLINARI v. SYMANTEC SECURITIES ) Master File No. C-97-20021-JF (EAI) LITIGATION ) [filed Sep. 8, 1998] ___________________________________ ) ) DEFENDANTS' OPPOSITION TO This Document Relates To: ) PLAINTIFFS' CROSS-MOTION TO No. C 97-20021 (Molinari) ) STRIKE CERTAIN EVIDENCE ) OFFERED BY DEFENDANTS ) ) Before the Honorable Jeremy Fogel ) Hearing Date: August 31, 1998 ) Hearing Time: 9:00 a.m. _____________________________________ ) Trial Date: None Set ------------------------------------------------------------------------ TABLE OF CONTENTS INTRODUCTION ARGUMENT I. THE CASE LAW PERMITS CONSIDERATION OF MATERIAL REFERENCED IN A SECURITIES COMPLAINT ON MOTIONS DIRECTED TO THAT COMPLAINT II. THE CASES CONTEMPLATE THE COURT'S CONSIDERATION OF SEC FILINGS AND REFERENCED NEWS AND ANALYST REPORTS ON A MOTION TO DISMISS. A. Symantec's SEC Filings. B. Forms 4. C. News and Analysts Reports. CONCLUSION ------------------------------------------------------------------------ INTRODUCTION Plaintiffs cross-motion to strike is gamesmanship of the first order. Plaintiffs seek to strike certain exhibits from the Declaration of Michael L. Charlson submitted in connection with defendants' motions to dismiss because they purportedly constitute evidence "outside the pleading" that may not be considered by the Court under Rule 12(b)(6).1 Under controlling case law, defendants' exhibits -- which include Symantec's SEC filings; the individual defendants' SEC filings on Form 4, which report their holdings of Symantec securities; and analyst and news reports that are cited in or alluded to in the Amended Complaint -- are properly considered by this Court on a motion to dismiss. Given the case authorities, it is indeed telling that plaintiffs, who here allege a securities fraud "on the market" by omission, argue that the Court may not as it evaluates their Amended Complaint look at the complete record of Symantec's public filings from the relevant period -- perhaps the clearest, most complete statement of what the investing public was told. It should come as no surprise that these filings happen to include the very cautionary disclosures that plaintiffs allege the markets never received. Plaintiffs' motion to strike these exhibits is almost as telling as their decision not to refer to these SEC filings in their Amended Complaint in the first place.2 They rely instead on second- or third-hand news and analysts' reports. But in fact five of the eight analyst reports plaintiffs seek to strike are specifically cited in the Amended Complaint. These reports (Exs. 7, 9-11, & 13) may not be stricken even under the standard advocated by plaintiffs. Two of the remaining three reports (Exs. 8 & 12) are from the same analyst and contain the same relevant language as the corresponding reports cited by plaintiffs. See FAC ¶¶ 52, 64, 66. As such, these reports, or at least the corresponding reports expressly cited by plaintiffs, may also be considered. As to the remaining exhibit (Ex. 6), the cases make clear that plaintiffs may not preclude defendants from submitting the document from which a purported misstatement was taken merely by refusing to identify the source. As we demonstrate below, this heads-I-win-tails-you-lose approach to pleading securities fraud has been consistently rejected by the courts and by Congress, and must be rejected here as well. In fact, it has been rejected by this Court in this action in the form of Judge Ware's order requiring plaintiffs to produce a statement chart identifying, inter alia, the source of each purported misstatement.3 Order re Statement Chart dated Feb. 17, 1998. The unfairness of striking certain of defendants' exhibits merely because plaintiffs continue to refuse to identify the source of the alleged misstatements, notwithstanding the Court's Statement Chart Order, is manifest. For all of these reasons and for the reasons set forth below, Plaintiffs' Cross-Motion to Strike should be denied in its entirety. ARGUMENT I. THE CASE LAW PERMITS CONSIDERATION OF MATERIAL REFERENCED IN A SECURITIES COMPLAINT ON MOTIONS DIRECTED TO THAT COMPLAINT. Defendants do not dispute that, as a general rule, a court may not consider material beyond the pleading in resolving a Rule 12(b)(6) motion. E.g., Branch v. Tunnell, 14 F.3d 449, 453 (9th Cir.), cert. denied, 512 U.S. 1219 (1994). But a truly vast body of case law makes it equally clear that certain documents other than the complaint itself are properly considered on a motion to dismiss. While different courts have expressed the document categories properly considered with slightly different words, the rule generally provides: When ruling on a motion to dismiss, the court may consider a variety of documents in addition to the complaint. First, the court may consider documents attached to the complaint. Durning v. First Boston, Corp., 815 F.2d 1265, 1267 (9th Cir. 1987), cert. denied, 484 U.S. 944, 108 S.Ct. 330, 98 L.Ed.2d 358 (1987). Second, the court may consider "documents whose contents are alleged in a complaint and whose authenticity no party questions, but which are not physically attached to the pleading." [Branch], 14 F.3d [at] 454[.] Third, the court may review "public disclosure documents required by law to be and which actually have been filed with the SEC." Cortec Indus., Inc. v. Sum Holding L.P., 949 F.2d 42, 47 (2d Cir. 1991), cert. denied, 503 U.S. 960, 112 S.Ct. 1561, 118 L.Ed.2d 208 (1992). In re Gupta Corp. Sec. Litig., 900 F. Supp. 1217, 1228 (N.D. Cal. 1994) (emphasis added); see also, e.g., In re Stac Elec. Sec. Litig., 89 F.3d 1399, 1405 n.4 (9th Cir. 1996), cert. denied, 117 S. Ct. 1105 (1997); In re Silicon Graphics, Inc. Sec. Litig., [1996 Tr. Binder] Fed. Sec. L. Rep. (CCH) ¶ 99,325, at 95,960 (N.D. Cal. Sept. 25, 1996) ("SGI I"). The documents defendants have submitted and ask the Court to consider on their motions to dismiss fall into these categories. For this simple reason, plaintiffs' motion to strike certain exhibits from the Charlson declaration must be denied. II. THE CASES CONTEMPLATE THE COURT'S CONSIDERATION OF SEC FILINGS AND REFERENCED NEWS AND ANALYST REPORTS ON A MOTION TO DISMISS. Plaintiffs' motion to strike is directed to (a) two of Symantec's SEC filings from the class period that plaintiffs elected not to mention in their Complaint, Charlson Dec. Exs. 1 & 4; (b) three sets of SEC Form 4 reports on securities holdings filed by individual defendants with the SEC, id. Exs. 14-16; and (c) several newspaper and analyst reports that are referred to in the Amended Complaint, directly or indirectly, id. Exs. 6-13. These are all documents that are within the accepted categories of materials the Court may review on a motion to dismiss. See supra Part II(A). A. Symantec's SEC Filings. Plaintiffs complain first about defendants' submission of relevant portions of Symantec's Form 10-K for the fiscal year ended March 31, 1995 and the Joint Proxy Statement dated October 17, 1995 relating to the Symantec-Delrina merger. Charlson Dec. Exs. 1 & 4. Although plaintiffs elected not to refer to either of these documents, it is beyond dispute that both had to be, and were, filed with the SEC by Symantec. Plaintiffs do not dispute the authenticity of the documents, and could not. This is all that is required under Gupta, Silicon Graphics and the many other cases that hold that a court may refer to a company's SEC filings when considering a motion to dismiss a securities fraud claim against the company.4 Moreover, it is fundamentally inappropriate to permit plaintiffs to evade dismissal of their Amended Complaint -- and thereby subject defendants to hundreds of thousands, if not $1 million or more in discovery expense -- simply because plaintiffs, having looked at Symantec's 10-K and Joint Proxy Statement and having seen their extensive risk disclosures, choose not to cite these documents -- indisputably part of the SEC-mandated public disclosure record -- in their Amended Complaint. Logically, the Court should be entitled to examine the entire, mandated public-disclosure record when evaluating whether plaintiffs have in fact stated a fraud-on-the-market claim for not having made a disclosure. Not surprisingly, this is precisely what the cases provide. The court in a decision rendered only three weeks ago in Malin, 1998 WL 519595, at *4, summarized the reasoning as follows: First, it would be highly inconsistent and illogical for a court to fail to consider the entirety of a defendant's SEC filings when the plaintiff alleges a failure to disclose material information. Were a court to take such an approach, a plaintiff bringing even a baseless claim could easily overcome a motion to dismiss and gain the right to engage in extensive discovery simply by selectively choosing portions of the defendant's statements out of context. The [Private Securities Litigation] Reform Act clearly evinces an intent on the part of Congress to prevent such abusive securities litigation tactics. Second, as the documents are required by law to be filed with the SEC, no serious question as to their authenticity can exist. Accord In re Silicon Graphics Inc. Sec. Litig., 970 F. Supp. 746, 758-59 (N.D. Cal. 1997) ("SGI II") (court may consider SEC filings relied on or referenced in complaint, either under doctrine of judicial notice or of incorporation by reference). Plaintiffs counter the extensive authority upholding the propriety of considering SEC filings on a motion to dismiss a securities fraud complaint with citations to two cases. Cross-Mot. at 2-3. First, plaintiffs just misread In re Wickes Companies, Inc. Sec. Litig., [1982-83 Tr. Binder] Fed. Sec. L. Rep. (CCH) ¶99,055 (S.D. Cal. 1983). There, the court acknowledged the propriety of considering the registration statement in issue in connection with the Rule 12(b)(6) motion. However, the registration statement was not the only additional material the accounting defendant asked the court to consider. It was in light of the fact that the parties had "filed additional affidavits and exhibits which are clearly outside the pleadings," that the court determined that the motion before it was more appropriately resolved under Rule 56. This bears no resemblance to the situation here. Furthermore, resolution of the motion in Wickes required the court to resolve whether material in the registration statement in question was true or false; as this was in dispute, the court denied the Rule 56 motion. The situation here is entirely different. Defendants do not ask the Court to determine the truth of Symantec's public filings; the issue on the pending motions is whether these documents include disclosures plaintiffs say were hidden from the market, which they undeniably do. Plaintiffs also cite In re Sun Microsystems, Inc. Sec. Litig., [1990 Tr. Binder] Fed. Sec. L. Rep. (CCH) ¶ 95,504 (N.D. Cal. 1990). Without the benefit of the reasoning of later-decided cases from various district and circuit courts, the Sun Microsystems court did exercise its discretion to deny a request to take judicial notice of certain SEC filings in connection with a Rule 12(b)(6) motion. Defendants respectfully suggest, however, that the relatively dated decision in Sun is aberrant. Plaintiffs cite no other case that reaches the same result, and Sun is inconsistent with the substantial body of authority that has developed in recent years permitting courts to examine SEC filings when evaluating a claim for misleading the securities markets, especially a claim like this one that is based on purported omissions. See, e.g., Malin, 1998 WL 519595, at *4; May v. Borick, [1997 Tr. Binder] Fed. Sec. L. Rep. (CCH) ¶ 99,438, at 96,875 & n.10 (C.D. Cal. 1997) (dismissing a securities complaint based in part on SEC filings not cited in the complaint and noting that "Where SEC filings actually disclose allegedly omitted information, dismissal of a claim premised upon nondisclosure is proper.") (quoting Siegel v. Lyons, [1996-97 Tr. Binder] Fed. Sec. L. Rep. (CCH) ¶ 99,227, at 95,222 (N.D. Cal. 1996)).5 Here, plaintiffs say they looked at Symantec's SEC filings in preparing their pleading. The documents were unquestionably in their possession well over a year before they filed their Amended Complaint. Their election not to refer to these central pieces of the disclosure record from the class period speaks volumes. The Court may, and should, evaluate the disclosures in connection with defendants' motions to dismiss. B. Forms 4. Like Forms 10-K and Proxy Statements, the SEC mandates that directors and officers of an issuer apprise the markets of their holdings of the issuer's securities, and of any changes therein. See 1934 Act § 16(a), 15 U.S.C. § 78p; SEC Rule 16a-3, 17 C.F.R. § 240.16a-3. Changes to an affiliate's securities holdings must be reported on SEC Form 4. Rule 16a-3(a). Again, these are documents that are part of the public disclosure record that plaintiffs say they reviewed before filing their Amended Complaint. FAC ¶ 137. Their Amended Complaint includes detailed stock transaction allegations, FAC ¶ 111, the only logical source of which would be the Forms 4 given what plaintiffs say they reviewed before filing, see FAC ¶ 137. In their (unavailing) effort to allege scienter, plaintiffs say the individual defendants sold Symantec stock during the class period and that these sales constituted a huge percentage of their financial interest in the Company. FAC ¶ 109. As these Forms 4 and the Proxy demonstrate, however, this is demonstrably false. Plaintiffs' figures ignore that the individual defendants, like officers and directors of most Silicon Valley companies, held most of their interest in Symantec through stock options. Indeed, the stock sales about which plaintiffs complain were almost exclusively situations in which the individual exercised options and sold the stock in a single transaction. See id. Placing to one side the substantial long-term interest these defendants had in Symantec by virtue of unvested options, the Forms 4 and Proxy show that, even measured in the short term, most of the defendants, even after selling some Symantec stock, had substantial, vested, in-the-money options that they could have sold (and, had they genuinely been interested in bailing out of the Company, as plaintiffs allege, would have sold), but did not. Compare SGI I, Fed. Sec. L. Rep. ¶ 99,325, at 95,966. Once again, the courts have held repeatedly that, before putting defendants to the substantial expense and burden of defending one of these cases, it is proper to consider whether a plaintiff's stock trading allegations actually do raise a reasonable inference of scienter. Courts have looked to Forms 4, which are documents that a person must file with the SEC and which carry with them potentially criminal penalties for material misstatement, as proper measures on this pleading issue, including on motions to dismiss. E.g., SGI I, Fed. Sec. L. Rep. ¶ 99,325, at 95,966; Jakobe v. Rawlings Sporting Goods Co., 943 F. Supp. 1143, 1149 & n.3 (E.D. Mo. 1996). As a result, the Court may consider the Forms 4 submitted by defendants, either under the doctrine of judicial notice or of incorporation by reference. SGI II, 970 F. Supp. at 758-759. The result does not change merely because plaintiffs failed expressly to identify the filings as the source of their allegations. Id. at 758 ("Plaintiffs cannot preclude consideration of defendants' SEC forms by artful pleading."). Plaintiffs offer no case to the contrary. Their motion to strike Exhibits 14-16 should be denied.6 C. News and Analysts Reports. With media and analyst reports, the rule is slightly different than that applicable to public securities filings. With these documents, plaintiffs are allowed to pick and choose which reports best suit their allegations. Once they elect to refer to particular reports, however, they cannot prevent defendants from placing the entire report before the Court so that the Court can evaluate whether the two or three words or phrases plaintiffs selectively quote from the longer document could constitute a misrepresentation when read in context. Nor does this rule change simply because plaintiffs do not specifically identify the report they are quoting in their complaint. As the First Circuit succinctly put the matter: Were the rule otherwise, a plaintiff could maintain a claim of fraud by excising an isolated statement from a document and importing it into the complaint, even though the surrounding context imparts a plainly non-fraudulent meaning to the allegedly wrongful statement. Shaw, 82 F.3d at 1220; see also Lovelace v. Software Spectrum, Inc., 78 F.3d 1015, 1017-18 (5th Cir. 1996); Cortec, 949 F.2d at 47-48. As defendants' motion papers make clear, this is precisely defendants' concern here. See Mot. at 7-19. It is particularly necessary and appropriate to consider the analyst reports in which purported misstatements appeared where, as here, the claim is based on an alleged "fraud-on-the-market." Under the fraud-on-the-market theory, the relevant inquiry is not whether a defendant made an alleged misstatement to analyst, but whether an alleged misstatement was communicated to the market. As a result, in evaluating the sufficiency of allegations of misstatements allegedly made to securities analysts, courts look to the analyst reports, not to the alleged statements made to the analyst. See, e.g., Hockey v. Medhekar, [1997 Tr. Binder] Fed. Sec. L. Rep. (CCH) ¶ 99,465, at 97,082 (N.D. Cal. Apr. 15, 1997) ("Hockey I"). Here, plaintiffs complain that defendants improperly refer to eight news and analyst reports that they say "are not specifically referred to, cited or quoted in the FAC." Cross-Mot. at 5. This assertion is just false with respect to five of the eight challenged exhibits, specifically Exs. 7 (cited FAC ¶ 52), 9-10 (cited FAC ¶ 55; "ACB" and "Cowen & Co." are the same entity), 11 (cited FAC ¶ 52), and 13 (cited FAC ¶ 70). As these analyst reports are cited and, in many cases, quoted in the Amended Complaint, plaintiffs appear to concede that Exhibits 7, 9-11 & 13 properly may be considered by the Court and should not be stricken. See Cross-Mot. at 5 (only basis stated for striking analyst reports is incorrect assertion that they are not cited or quoted in Amended Complaint). Two of the remaining three reports are Morgan Stanley reports bearing dates just before or shortly after other Morgan Stanley reports cited in the Amended Complaint. Compare FAC ¶ 52 (citing July 14, 1995 report) with Charlson Dec. Ex. 8 (July 13, 1995 report) and FAC ¶ 64 (citing September 11, 1995 report) & FAC ¶ 66 (citing October 16, 1995 report) with Charlson Dec. Ex. 12 (October 13, 1995 report). The cited reports, copies of which are attached as Exhibits 17-19 to the accompanying Declaration of William J. James ("James Dec."), contain the same relevant language as the corresponding exhibits to the Charlson Declaration. However, as plaintiffs cite James Dec. Exs. 17-19 as the source of these statements instead of Charlson Dec. Exs. 8 & 12, defendants agree that the reports actually cited in the Amended Complaint -- that is, (James Dec. Exs. 17-19) -- should be considered rather than Charlson Dec. Exs. 8 & 12. Either set of documents is sufficient to show that the statements on which plaintiffs rely were made by an analyst, not one of the defendants, and accordingly cannot support a claim against any defendant absent particularized allegations that one or more defendants adopted the statements as their own. See Mot. at 19 n. 15; Reply at Part I.D.3. As to the remaining report (Ex. 6), plaintiffs admit that the complained-of statements in the Amended Complaint are taken from and based upon analysts' reports. FAC ¶ 137; Opp. at 21. This concession without more should resolve any question about whether this document -- which is the apparent source of statements alleged and quoted in FAC ¶ 55 -- is properly viewed as referenced in the Amended Complaint. Accordingly, the Court may examine the documents in toto. See supra Part II.A; Fecht v. Price Co., 70 F.3d 1078, 1080 n.1 (9th Cir. 1995), cert. denied, 517 U.S. 1136 (1996); see also SGI II, 970 F. Supp. at 759 (plaintiff may not preclude consideration of document relied on in crafting complaint merely by refusing to cite the source document). If a document referred to in a complaint makes clear that plaintiffs' allegations are unfounded -- here, if the document viewed in context either includes material that plaintiffs say was omitted or demonstrates that plaintiffs' allegations mischaracterize the disclosure record -- there is no reason for the court to waste its precious resources, not to mention those of the parties, litigating the matter further. It is for this reason that such documents are deemed incorporated into the complaint; a plaintiff should not be able to evade proper dismissal of their case simply by electing not to attach, or fully to identify, a document on which they clearly rely. See Shaw, 82 F.3d at 1220; Cortec, 949 F.2d at 47-48; see also Padnes v. Scios Nova Inc., No. C 95-1693 MHP, 1996 WL 539711 at *9 (N.D. Cal. Sept. 18, 1996) (on motion to dismiss, court may consider analyst reports not specifically identified in complaint); In re SciClone Pharmaceuticals Sec. Litig., No. C 94-1485 SBA, slip op. at 10 (N.D. Cal. Mar. 10, 1995) (on motion to dismiss, court may consider documents "integral to a complaint" when plaintiff relied on those documents to bring suit) (citing cases). This logic is particularly compelling here, where plaintiffs have failed to comply with an order of this Court requiring them to identify the source of the purported misstatements. Statement Chart Order dated Feb. 17, 1998. Plaintiffs' reliance on the documents appended to the Charlson Declaration is clear. The case law contemplating the Court's review of such material is equally clear. Plaintiffs' motion to strike these documents should be denied. CONCLUSION For the foregoing reasons, the Court should deny plaintiffs' motion to strike Exhibits 1, 4, and 6-16 from the Charlson declaration. Dated: September 8, 1998 HELLER, EHRMAN, WHITE & McAULIFFE By_______________________________ Michael L. Charlson Attorneys for Defendants GORDON E. EUBANKS, JR.; CHARLES M. BOESENBERG; EUGENE WANG; HOWARD A. BAIN, III; ELLEN TAYLOR; ROBERT R.B. DYKES; JOHN C. LAING; DEREK P. WITTE; and SYMANTEC CORPORATION 103174.03.PA (27LY03!.DOC) ------------------------------------------------------------------------ 1 Plaintiffs' cross-motion to strike will be cited "Cross-Mot." The Charlson declaration will be cited "Charlson Dec." Defendants' motion to dismiss will be cited "Symantec Mot."; plaintiffs opposition to that motion will be cited "Opp."; and defendants' reply in support of the motion will be cited "Reply." 2 The Amended Complaint's only reference to Symantec's SEC filings is to its Forms 10-Q for the second and third quarters of fiscal 1996. FAC ¶¶ 69, 89. Plaintiffs do not, and could not, challenge defendants' reliance on these documents. See Charlson Dec. Exs. 2 & 3. Other SEC filings from the relevant period (Exs. 1 & 4) are not mentioned specifically in the Amended Complaint, even though plaintiffs purport to base their allegations on "a review of Symantec's SEC filings." FAC ¶ 137. As demonstrated in defendant's motion to dismiss, Symantec's SEC filings literally overflow with cautionary language about the many uncertainties that affected Symantec's business in 1995. See Mot. at 25-27 & App. A. 3 Judge Ware clearly did not, as plaintiffs suggest, rule that the Court was precluded from considering the exhibits challenged here. See Cross-Mot. at 1. To the contrary, Judge Ware exercised his discretion not to consider the exhibits solely because he found it "unnecessary . . . in order to resolve the present motions to dismiss." Order at 7 n. 3. Judge Ware gave no indication of how he would have ruled had plaintiffs' original Complaint not been so clearly deficient that the Court could determine it should be dismissed even without considering the exhibits. 4 As the First Circuit has explained, the general problem with looking to material outside the complaint when considering a motion to dismiss -- that the plaintiff has no notice and may be unaware of the material -- is inapplicable when a plaintiff has relied on a document in framing the complaint. See Shaw v. Digital Equipment Corp., 82 F.3d 1194, 1220 (1st Cir. 1996); see also Malin v. Ivax Corp., __ F. Supp. __, 1998 WL 519595, at *4 (S.D. Fl. Aug. 18, 1998). Here, plaintiffs have said they relied on SEC filings and analyst reports. FAC ¶ 137. As a result, there can be no notice difficulty here. 5 Plaintiffs say also that the 10-K and Proxy cannot assist defendants with invoking either the Reform Act's safe harbor provisions or the bespeaks caution doctrine. Cross-Mot. at 3-4. Of course, the extent to which these documents advance defendants' arguments has nothing to do with whether they are properly before the Court. As it happens, though, plaintiffs' safe harbor and bespeaks caution arguments are incorrect for the reasons discussed in the Symantec Reply, at Parts I.C & I.E. 6 While plaintiffs purport to dispute the "accuracy" of these filings, see Cross-Mot. at 4 n.2, they provide no reasonable basis in fact for doing so. In light of the serious penalties for making material misstatements in such public filings, their accuracy cannot reasonably be questioned. See Fed. R. Evid. 201(b). Moreover, having relied on these filings in crafting their stock sale allegations, see, e.g., FAC ¶¶ 109, plaintiffs cannot block their review by this Court by asserting a dispute over their accuracy. SGI II, 970 F. Supp. at 758 (finding plaintiffs' challenge to veracity of filings on which they relied to frame stock sale allegations to be "disingenuous"). Plaintiffs' reliance on these filings also disposes of plaintiffs' purported hearsay objection. Id. at 759. Securities Class Action U.S.D.C. Robert Crown Stanford University Clearinghouse N.D. Cal. Law Library School of Law inquiries@securities.stanford.edu Source: File to epost from Heller Ehrman White & McAuliffe