Corinthian

I. FACTUAL BACKGROUND1 AND PROCEDURAL HISTORY

Metzler, an institutional investor, is lead plaintiff in a puta- tive federal securities fraud class action brought pursuant to §§ 10(b) and 20(a) of the Securities and Exchange Act of 1934 and Securities Exchange Commission (“SEC”) Rule 10b-5. Defendant-Appellee Corinthian Colleges, Inc. (“Corinthian”) is one of the nation’s largest operators of pri- vate for-profit vocational colleges. As of June 30, 2004, Corinthian operated 88 such colleges in 22 states. Three indi- viduals who served as officers of Corinthian during the Class Period are also named as Defendants: Dennis Beal, Corinthi- 1 Our factual summary is taken from the TAC, documents incorporated into the TAC by reference, and matters that were properly judicially noticed by the district court. See Tellabs, Inc. v. Makor Issues & Rights, Ltd., 127 S. Ct. 2499, 2509, 168 L. Ed. 2d 179 (2007). For purposes of our review, we accept as true all factual allegations in the TAC. See id.; In re Silicon Graphics, Inc. Sec. Litig., 183 F.3d 970, 983 (9th Cir. 1999). 9254 METZLER INVESTMENT v. CORINTHIAN COLLEGES an’s Chief Financial Officer and Vice President;…