Miller v. Lazard, Ltd.’s Empirical Analysis

Citation profile

1 federal appellate ·

Most-quoted passages

The sentences later courts lift from this opinion, ranked by how many decisions quote each — the parts of the opinion doing the work. These counts are smaller than the citation total above because most of the 27 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. “Certain alleged misrepresentations in a stock offering are immaterial as a matter of law because it cannot be said that any reasonable investor could consider them important in light of adequate cautionary language set out in the same offering. We and other courts have referred to this rule of law as the “bespeaks caution” doctrine. Consequently, when cautionary language is present, we analyze the allegedly fraudulent materials in their entirety to determine whether a reasonable investor would have been misled. The touchstone of the inquiry is not whether isolated statements within a document were true, but whether defendants’ representations or omissions, considered together and in context, would affect the total mix of information and thereby mislead a reasonable investor regarding the nature of the securities offered.”

   1 later decision quote this exact passage
   e.g. 590 F. Supp. 2d 603 - Heller v. Goldin Restructuring Fund, L.P.

2. “In assessing whether statements provided in the prospectus are materially misleading, the prospectus must be read as a whole, not selectively or in a piecemeal fashion.”

   1 later decision quote this exact passage
   e.g. Ret. Bd. of the Policemen's Annuity ex rel. Policemen's Annuity v. FXCM Inc.