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Safe-harbor provision of 27A of the Securities and Exchange Act; fraud on the market theory; forward-looking statements must be accompanied by meaningful cautionary statements that adequately identify important risk factors.

Tellabs, Inc.; When inferences of scienter drawn from the plaintiffs' complaint are at least as strong as any opposing inference, the plaintiffs have successfully pled the necessary scienter.

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Marshall; bankruptcy judges are not constitutionally vested with jurisdiction to decide state common law claims against an entity that is not otherwise part of the bankruptcy proceedings; Northern Pipeline; Norberg.

National Australia Bank, Ltd.; Subject matter jurisdiction in a fraud case exists if conduct in the United States was more than merely preparatory to fraud, and directly caused losses to foreign investors abroad; extraterritorial jurisdiction Business Roundtable v.

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Oklahoma Alcoholic Beverage Laws Enforcement Commission; the type of business entity chosen may affect the types of business that can be conducted by the entity if it affect the licenses the entity may obtain.

Ritter; In the absence of red flags alerting corporate directors to misconduct, good faith is measured by the directors' actions to assure that a reasonable reporting and information system exists.

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