Bender v. Rosen

Second Circuit

Bender v. Rosen

202 F.3d 81, 2000 U.S. App. LEXIS 1605, 2000 WL 135056

CourtCourt of Appeals for the Second Circuit

DecidedFebruary 7, 2000

DocketNo. 1045, Docket 99-7745

StatusPublished

Cited by1 cases

This text of 202 F.3d 81 (Bender v. Rosen) is published on Counsel Stack Legal Research, covering Court of Appeals for the Second Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Bender v. Rosen, 202 F.3d 81, 2000 U.S. App. LEXIS 1605, 2000 WL 135056 (2d Cir. 2000).

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Opinion

PER CURIAM:

Plaintiffs-appellants (“plaintiffs”) brought a class action lawsuit against N2K, Inc., an on-line music entertainment company that uses the Internet to sell, market, and promote music and other merchandise. Plaintiffs alleged that defendants-appellees (“defendants”) violated Sections 11 and 15 of the Securities Act of 1933, 15 U.S.C. §§ 77k and 77o (1994), by disseminating materially false and misleading offering materials in connection with a secondary offering of N2K common stock. Specifically, plaintiffs alleged that defendants had a duty, but knowingly failed, to disclose the 1998 first quarter results of N2K’s operations in the prospectus. Defendants moved pursuant to Fed.R.Civ.P. 12(b)(6) to dismiss the complaint for failure to state a claim upon which relief can be granted. The District Court granted defendants’ motion and dismissed the complaint with prejudice. See In re N2K Inc. Securities Litigation, 82 F.Supp.2d 204 (S.D.N.Y.1999). We affirm on the opinion of Judge Baer.¹

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PER CURIAM:

Plaintiffs-appellants (“plaintiffs”) brought a class action lawsuit against N2K, Inc., an on-line music entertainment company that uses the Internet to sell, market, and promote music and other merchandise. Plaintiffs alleged that defendants-appellees (“defendants”) violated Sections 11 and 15 of the Securities Act of 1933, 15 U.S.C. §§ 77k and 77o (1994), by disseminating materially false and misleading offering materials in connection with a secondary offering of N2K common stock. Specifically, plaintiffs alleged that defendants had a duty, but knowingly failed, to disclose the 1998 first quarter results of N2K’s operations in the prospectus. Defendants moved pursuant to Fed.R.Civ.P. 12(b)(6) to dismiss the complaint for failure to state a claim upon which relief can be granted. The District Court granted defendants’ motion and dismissed the complaint with prejudice. See In re N2K Inc. Securities Litigation, 82 F.Supp.2d 204 (S.D.N.Y.1999). We affirm on the opinion of Judge Baer.¹

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Bluebook (online)

202 F.3d 81, 2000 U.S. App. LEXIS 1605, 2000 WL 135056, Counsel Stack Legal Research, https://law.counselstack.com/opinion/bender-v-rosen-ca2-2000.

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