Shurkin

*433 MEMORANDUM **

Israel Shurkin appeals the dismissal of his securities fraud class action complaint alleging violations of Sections 10(b), 20(A), and 20(a) of the Securities and Exchange Act of 1934 and of Rule 10b-5 promulgated thereunder. This case turns on Shurkin’s ability to plead falsity and scienter with respect to the December 23, 2003, proxy statement and the January 20, 2004, press release Golden State Vintners (GSV) issued to its shareholders. We agree with the district court’s determination that Shurkin has failed to plead these necessary elements of a securities fraud claim with the requisite specificity under the Private Securities Litigation Reform Act (PSLRA). Therefore, we affirm the dismissal of Shurkin’s claims with prejudice. 1

The district court correctly found that none of GSV’s statements in the December 23 proxy constitutes securities fraud. Shurkin, in claiming GSV manipulated the data that went into determining the fairness of a $3.25 per share buyout price, relies on confidential witness statements and an assumption that GSV was obligated to provide “real time” financial data. First, the statements he offers fail to provide the sufficient…