Rosenbaum

OVERVIEW

Plaintiffs, purchasers of Syntex Corporation’s common stock, appeal from the district court’s order dismissing their securities class action suit alleging “fraud on the market.” In their Second Amended Complaint, Plaintiffs allege that Syntex and several of its directors and officers violated sections 10(b) and 20(a) of the Securities Exchange Act of 1934 when they issued false statements about the company’s financial outlook and, in turn, artificially inflated the value of Syntex’s stock. The district court granted Defendants’ motion to dismiss finding that: 1) Defendants’ alleged statements were not actionable; 2) Defendants were not responsible for analysts’ statements; and 3) the statute of limitations barred Plaintiffs from extending the class period stated in the First Amended Complaint. We affirm.

BACKGROUND

Syntex Corporation (Syntex) is an international pharmaceutical company headquartered in Palo Alto, California. In 1993, Syntex’s patent on Naprosyn, its flagship product, was to expire. Plaintiffs allege that although Defendants expected revenues from Naprosyn to decline due to the adverse impact of a consent decree entered into with the FDA in October 1991…