Yousefi

MEMORANDUM *

We affirm the district court’s dismissal of Plaintiffs’ claims alleging that Defendants Lockheed Martin (“Lockheed”) and six directors and officers violated securities laws by making false and misleading statements to inflate Lockheed’s stock price.

The district court correctly found the statements to be “forward-looking” and thus subject to the Private Securities Litigation Reform Act of 1995 (“PSLRA”) safe harbor, 15 U.S.C. § 78u-5. Accordingly, Plaintiffs must state with particularity facts giving rise to a strong inference that Defendants actually knew their statements to be false or misleading. 15 U.S.C. §§ 78u-4(b)(2), 78u-5(c)(l)(B). Looking at each allegation, as well as the totality of the allegations, Plaintiffs failed to plead sufficient facts showing any Defendant’s actual knowledge that any statement was false or misleading when made. Moreover, the district court correctly calculated the number of shares sold by insiders and found the alleged insider trading did not bolster an inference of the requisite scienter.

Under Gompper v. VISX, Inc., 298 F.3d 893, 897 (9th Cir.2002), the district court fulfilled its obligation to “consider all reasonable…