Eminence Capital, LLC v. Aspeon, Inc.

MEMORANDUM *

Appellant Eminence Capital, LLC (“Eminence Capital”) as lead plaintiff brought suit against Aspeon, Inc. (“As-peon”) under §§ 10(b) and 20(a) of the *838 Securities Exchange Act of 1934. The district court dismissed Eminence Capital’s third amended complaint with prejudice under F.R.C.P. 12(b)(6). Eminence Capital appeals. We have jurisdiction under 28 U.S.C. § 1291 and we affirm.

I

We review the dismissal of a complaint for failure to state a claim de novo. In re Daou Sys., Inc. Sec. Litig., 411 F.3d 1006, 1013 (9th Cir.2005). All allegations in the complaint are taken as true and construed in the light most favorable to the plaintiff; however, as a result of the heightened pleading requirements of the Private Securities Litigation Reform Act (PSLRA), 15 U.S.C. § 78u-4(b), “the court must consider all reasonable inferences to be drawn from the allegations, including inferences unfavorable to the plaintiffs.” Gompper v. VISX, Inc., 298 F.3d 893, 896-97 (9th Cir. 2002).

II

Section 10(b) of the Securities Exchange Act and Rule 10b-5 promulgated thereunder prohibit the making of false statements of material fact relating to the purchase or sale of securities. 15…