Allyn v. Wortman’s Empirical Analysis

Citation profile

4 state decisions

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 5 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. “... In essence, predictive statements are just what the name implies: predictions. As such, any optimistic projections contained in such statements are necessarily contingent. Thus, the “bespeaks caution” doctrine has developed to address situations in which optimistic projections are coupled with cautionary language — in particular, relevant specific facts or assumptions — affecting the reasonableness of the reliance on and the materiality of those projections. To put it another way, the “bespeaks caution” doctrine merely reflects the unremarkable proposition that statements must be analyzed in context .... Under our precedent, cautionary language is not necessarily sufficient, in and of itself, to render predictive statements immaterial as a matter of law. Rather, as we have proclaimed, “[m]ate-riality is not judged in the abstract, but in light of the surrounding circumstances.” The appropriate inquiry is whether, under all the circumstances, the omitted fact or the prediction without a reasonable basis “is one [that] a reasonable investor would consider significant in [making] the decision to invest, such that it alters the total mix of information available about the proposed investment.” Inclusion of cautionary language — along with disclosure of any firm-specific adverse facts or assumptions — is, of course, relevant to the materiality inquiry, for such inclusion or disclosure is part of the “total mix of information.” Nevertheless, cautionary language as such is not p”

   1 later decision quote this exact passage · from the dissent
   e.g. Harrington v. Office of the Mississippi Secretary of State

2. “It is unlawful for any person, in connection with the offer, sale[,] or purchase of any security, directly or indirectly, (1) To employ any device, scheme[,] or artifice to defraud; (2) To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading; or (3) To engage in any act, practice^] or course of business which operates or would operate as a fraud or deceit upon any person.”

   1 later decision quote this exact passage
   e.g. Harrington v. Office of the Mississippi Secretary of State