DAVID SALTZBERG, ET AL., PLAINTIFFS-APPELLANTS, CROSS-APPELLEES,
v.
TM STERLING/AUSTIN ASSOCIATES, LTD., ET AL., DEFENDANTS-APPELLEES, CROSS-APPELLANTS
PER CURIAM: We affirm the grant of summary judgment to defendants in this action under section 10(b) of the Securities and Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. In doing so, we accept and apply the “bespeaks caution” doctrine as explained in In re Donald J. Trump Casino Sec. Litig, 7 F. 3d 357 (3rd Cir.1993).
The context in which a statement is made is important. When an offering document’s projections are accompanied by meaningful cautionary statements and specific warnings of the risks involved, that language may be sufficient to render the alleged omissions or misrepresentations immaterial as a matter of law. The cautionary language used in the private placement .memorandum in this ease was no boilerplate and was not buried among too many other things, but was explicit, repetitive and linked to the projections about which plaintiffs complain. In the light of the cautionary language in this case, plaintiffs cannot show the necessary misstatement or omission of a material fact. AFFIRMED.
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La Grasta v. First Union Sec., Inc., 358 F.3d 840 (11th Cir. 2004)…ng business. Borrowing from the “bespeaks caution” cases, which deal with forecasts or projections in offering documents, we conclude that First Union’s disclaimers were mere “boilerplate.” See generally Saltzberg v. TM/Sterling/Austin Associates, 45 F. 3d 399, 400 (11th Cir.1995); In re Trump Casino Securities Litigation, 7 F. 3d 357, 371-72 (3d Cir.1993). Simply put, the disclaimers were not explicit or specific as to the fraud alleged by the La Grastas, and therefore did not put them on actual notice.…
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Bryant v. Avado Brands, Inc., 187 F.3d 1271 (11th Cir. 1999)…onary statements and specific warnings of the risks involved, so as to "bespeak caution” to investors that actual results may differ, thereby shielding the statements from § 10(b) and Rule 10b-5 liability. See Saltzberg v. TM Sterling/Austin Assoc., 45 F. 3d 399 (11th Cir.1995)(per curiam)(holding that explicit cautionary language in private placement memorandum rendered alleged misstatements immaterial and made them not actionable under "bespeaks caution” doctrine). . The "general rule” referred to by the…
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Sec. & Exch. Comm'n v. Merch. Cap., LLC, 483 F.3d 747 (11th Cir. 2007)…companied by meaningful cautionary statements and specific warnings of the risks involved, that language may be sufficient to render the alleged omissions or misrepresentations immaterial as a matter of law.” Saltzberg v. TM Sterling/Austin Assocs., 45 F. 3d 399, 399 (11th Cir.1995). The cautionary language must be meaningful: boilerplate will not suffice. Id. A disclaimer does not provide per se immunity, precisely because the disclaimer must be meaningful and tailored to the risks the business faces. The…
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