This paper discusses two significant securities law decisions recently issued by the United States Court of Appeals for the Second Circuit. In the first, the Second Circuit, addressing the particularity required to plead fraud in a securities fraud action, reversed a district court’s dismissal of a complaint, finding sufficient allegations of “motive and opportunity” to support a strong inference of fraudulent intent. In the second, the court concluded that a confidentiality agreement unambiguously did not obligate parties to merger negotiations to notify each other of welcome — as opposed to unwelcome — advances by a third party.
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