Fanni

MEMORANDUM *

Tony Fanni (“Fanni”) 1 brought this class action against Northrop Grumman Corporation (“Northrop”) and many of its officers (collectively “Defendants”) for issuing allegedly false or misleading proxy statements (“Proxy Statement”) in violation of § 14(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 14a-9 of the Securities Exchange Commission (the “SEC”). See 15 U.S.C. § 78n(a) (2001); 17 C.F.R. § 240 .14a-9(a) (2001). The district court held that the contested Proxy Statement was not false or misleading and, therefore, granted Defendants’ motions to dismiss for failure to state a claim pursuant to Federal Rules of Civil Procedure 12(b)(6) and 9(b), and the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), 15 U.S.C. § 78u-4(b). We have jurisdiction pursuant to 28 U.S.C. § 1291 , and we affirm.

BACKGROUND

Because the parties are familiar with the facts, we recount them only as needed to explain our decision. In July 1997, Northrop and Lockheed Martin (“Lockheed”) announced plans to merge; the union would have created the world’s largest defense contractor. The United States Departments of Justice (“DOJ”) and Defense (“DOD”)…