Halkin

dissenting:

The majority holds at pages 868-69 of its opinion that the shareholders’ amended complaint does not allege a failure to disclose adverse information regarding past or present performance, but rather only a failure to disclose predictions of future revenue. I disagree. I believe that many of the statements in the complaint upon which the majority relies pertain to past or present occurrences. That they also form the basis for predicting future performance is irrelevant. It is the past or present events that the shareholders have a right to complain of in a case involving the statutory provisions at issue here— and complain of them they surely did:

Amended Complaint at ¶ 21(a-e, g) (emphasis added).

The majority holds that these allegations concern only future events. It is true that the facts complained of, if true, are relevant to predicting VeriFone’s future performance. However, that is not surprising. The purpose of a public offering is to persuade investors to bet on a company’s future perfor- *873 manee. Future revenue is the ultimate interest of every potential investor. What the majority overlooks is that it is only after evaluating past and present…

Purchasers of allegedly overpriced shares of VeriFone, Inc. common stock (“shareholders”) appeal the district court’s dismissal of their securities fraud class action with prejudice pursuant to Federal Rules of Civil Procedure 9(b) and 12(b)(6). In re VeriFone Sec. Litig., 784 F.Supp. 1471 (N.D.Cal.1992). After a drop in the trading price of VeriFone stock, shareholders brought suit against Ver-iFone, certain of VeriFone’s senior officers and directors (collectively “VeriFone”), and Morgan Stanley & Co., Robertson, Stephens & Co., Dean Witter Reynolds, Inc., and other underwriters of the March 13, 1990 initial public offering of VeriFone common stock (collectively the “Underwriters”). Shareholders generally allege that VeriFone and its Underwriters failed to disclose projected or potential changes in VeriFone’s product market in the prospectus and registration statement, subsequent SEC filings, news releases, and stock analysts’ reports issued by Morgan Stanley and Dean Witter. We conclude that the allegations made in this case amount to no more than a failure to disclose forecasts, and as such, are not actionable. We have jurisdiction under 28 U.S.C. § 1291 , and we…