Employees' Retirement System v. Williams Companies
Court of Appeals for the Tenth Circuit
1Opinion of the Court
HARTZ, Circuit Judge.
Employees' Retirement System of the State of Rhode Island (Plaintiff) appeals the dismissal of its amended complaint (the Complaint) in a putative class-action suit. It alleges violations of federal securities law because of the failure to disclose merger discussions that affected the value of its investment. Exercising jurisdiction under 28 U.S.C. § 1291 , we affirm. The *1158 Complaint fails to adequately allege facts establishing a duty to disclose the discussions, the materiality of the discussions, or the requisite scienter in failing to disclose the discussions.
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