Full opinion text
OPINION FARNAN, District Judge. Pending before the Court is a Motion To Dismiss (D.I.57) filed by Defendants Da-imlerChrysler AG, Daimler-Benz AG, Juergen Schrempp and Manfred Gentz (collectively, “Defendants”). By their Motion, Defendants seek to dismiss (1) the Complaint in Tracinda Corp. v. Daimler-Chrysler AG et al., Civil Action No. 00-984-JJF (the “Traeinda Complaint”); (2) the Complaint in Glickenhaus & Co., et al. v. DaimlerChrysler AG, et al., Civil Action No. 01-004-JJF (the “Glickenhaus Complaint”); and (3) the First Amended Consolidated Class Action Complaint in In re DaimlerChrysler Securities Litigation, Master Docket No. 00-993-JJF (the “Amended Class Complaint”) (collectively “the Complaints”), pursuant to Federal Rules of Civil Procedure 12(b)(6) and 9(b), and Section 21D of the Securities Exchange Act of 1934. For the reasons discussed, the Court will (1) deny Defendants’ Motion To Dismiss the Glickenhaus Complaint; (2) grant Defendants’ Motion To Dismiss the civil conspiracy claim alleged in the Traeinda Complaint, and deny the Motion To Dismiss the remaining claims in the Traeinda Complaint; and (3) grant Defendants’ Motion To Dismiss the Amended Class Complaint. BACKGROUND 1. Procedural Background In November 2000, Plaintiff Traeinda Corporation (“Traeinda”) filed its Complaint against Defendants alleging, among other things, violations of the securities laws in connection with the 1998 merger between Daimler-Benz and Chrysler Corporation. Thereafter, Plaintiff Glicken-. haus & Co. and its related affiliates and clients (“Glickenhaus”) filed a nearly identical complaint. In addition, 23 putative class action complaints were filed in this Court, Michigan, and New York alleging substantially similar facts and claims as the Traeinda and Glickenhaus Complaints. The Michigan actions were transferred to this Court sua sponte by the United States District Court for the Eastern District of Michigan. The parties to the New York action subsequently agreed to transfer their action to this Court. By Order dated March 30, 2001, the Court consolidated the putative class actions and appointed lead plaintiffs and lead counsel. On April 9, 2001, The Florida State Board of Administration, Municipal Employees Annuity and Benefit Fund of Chicago, Denver Employees Retirement Plan, Policemen’s Annuity and Benefit Fund of Chicago, and Municipal Employees Annuity and Benefit Fund of Chicago as Lead Plaintiffs on behalf of the Class (collectively, “Class Plaintiffs”) filed the Amended Class Complaint. Defendants’ Motion To Dismiss all three actions followed. On July 26, 2001, the Court consolidated the Glickenhaus, Tracinda and Class Action cases into Civil Action No. 00-993, the lead case. (D.I.87, 88). Thereafter, the parties completed the remaining briefing due on Defendants’ Motion To Dismiss. Accordingly, the instant Motion is fully briefed and ripe for the Court’s review. II. Factual Background A. The Complaints Tracinda, Glickenhaus and the Class Plaintiffs (collectively, “Plaintiffs”) have filed their respective Complaints in connection with the 1998 merger of Daimler-Benz and Chrysler Corporation (“Chrysler”) that formed the combined entity known as DaimlerChrysler AG (“Daimler-Chrysler” or “the Company”). By their Complaints, Plaintiffs allege federal securities laws claims under Sections 10(b), 14 and 20 of the Securities and Exchange Act of 1934 (the “Exchange Act”) and Sections 11, 12, and 15 of the Securities Act of 1933 (the “Securities Act”). In addition, Tracin-da alleges a claim for civil conspiracy, and Class Plaintiffs allege channel stuffing as an additional basis for their securities claims. B. The Negotiations Between Daimler-Benz and Chrysler By their Complaints, Plaintiffs allege that in mid-January 1998, Defendant Jur-gen Schrempp, the then chairman and chief executive officer of Daimler-Benz, contacted Robert Eaton, the then chairman and chief executive officer of Chrysler to discuss the possibility of a business combination. (Amended Class Cmplt. at ¶¶ 26, 27; Tracinda Cmplt. at ¶ 17; Gliek-enhaus Cmplt. at ¶ 18). Shortly thereafter, Mr. Eaton met with Kirk Kerkorian, the sole stockholder of Tracinda to discuss the proposed business combination. At that time, Tracinda was the owner of approximately 13.7% of Chrysler’s common stock. (Tracinda Cmplt. at ¶ 17). On February 12, 1998, Mr. Eaton and Mr. Schrempp again discussed the proposed business combination. At that time, Mr. Eaton and Mr. Schrempp agreed that any business combination between Daimler-Benz and Chrysler would be an equal union of two powerful corporations, and not a take-over of one corporation by the other. (Tracinda Cmplt. at ¶ 18). Consistent with this agreement, Mr. Schrempp represented to Mr. Eaton that, in the event of a business combination between the two corporations, the following would occur (1) Chrysler’s management would continue to run operations in the United States; (2) the management team at Daimler-Benz would jointly manage the combined entity with the Chrysler management team on a world-wide basis, and (3) appropriate internal structures would be implemented to create and maintain a management system consistent with “a merger of equals.” Interested in Mr. Schrempp’s proposal, Mr. Eaton met with other Chrysler executives and significant stockholders to discuss the proposed merger. On February 20,-1998, Mr. Eaton again spoke with Tracinda’s Mr. Kerkorian about Mr. Schrempp’s proposal. In the conversation, Mr. Eaton explained to Mr. Kerko-rian that Mr. Schrempp emphasized that the merger would be a “merger of equals” between the two corporations and that Chrysler would have an equal management role in the Company on a world-wide basis. (Tracinda Cmplt. at ¶ 18). Mr. Kerkorian and Mr. Eaton agreed that the proposal was interesting and could create significant business opportunities for Chrysler and its stockholders. Between February and April 1998, Mr. Eaton, Mr. Schrempp, senior level executives from both companies and investment banking advisors met to refine plans for the proposed “merger of equals.” (Amended Class Cmplt. at ¶¶ 28-36; Tra-cinda Cmplt. at ¶ 19; Glickenhaus Cmplt. at ¶¶ 19-21). During this time frame and with Mr. Schrempp’s consent and knowledge, Mr. Eaton continually updated Tra-cinda’s Mr. Kerkorian with the progress of the meetings, because Tracinda’s approval of the transaction was necessary to accomplish the merger. Mr. Eaton repeatedly communicated to Mr. Kerkorian that during the negotiations, Mr. Schrempp continued to emphasize that the merger would be a merger of equals with a joint post-merger management structure that would reflect and ensure the contemplated “equality” between the two corporations. (Tracinda Cmplt. at ¶ 19). During this same time frame, Chrysler hosted a meeting for securities analysts and investors to discuss Chrysler’s performance. At one of these meetings, Mr. Eaton spoke with Glickenhaus’s James Glickenhaus and told him that certain “unspecified changes” were going to be made at Chrysler. Later, at another meeting sponsored by Daimler-Benz, Mr. Glicken-haus met Mr. Schrempp and Mr. Gentz. Mr. Schrempp and Mr. Gentz mentioned their interest in American corporations to Mr. Glickenhaus, and Mr. Glickenhaus suggested that Mr. Schrempp contact Mr. Eaton to discuss whether Chrysler would be interested in a business arrangement. Mr. Glickenhaus was unaware that the merger .negotiations between the two companies were already underway. (Glicken-haus Cmplt. at ¶ 22). In May 1998, Daimler-Benz and Chrysler held a joint meeting in New York. Glickenhaus and other large shareholders of Chrysler were represented at the meeting. During the meeting, both Mr. Eaton and Mr. Schrempp stressed that the proposed business combination was not a take-over, but a “merger of equals,” and that the post-merger management structure would be consistent with a “merger of equals.” (Glickenhaus Cmplt. at ¶¶ 21, 22, 24; Amended Class Cmplt. at ¶¶ 41-42). Consistent with the public announcements of the parties, several financial papers carried articles describing the merger as a merger of equals, and not as an acquisition of one company by the other. (Amended Class Cmplt. at ¶ 46). Also in May 1998, Tracinda executed a Stockholder Agreement in rebanee upon Daimler-Benz’s continued representations that the contemplated business combination would be a “merger of equals.” Under the terms of the Stockholder Agreement, Tracinda agreed to vote all of its Chrysler common stock in favor of the merger recommended by Chrysler’s board of directors. (Tracinda Cmplt. at ¶ 21). On the same day as the execution of the Stockholder Agreement, Daimler-Benz, Chrysler and DaimlerChrysler AG, the entity created to be the surviving company, executed an Amended and Restated Business Combination Agreement (the “Amended Combination Agreement”) to effectuate the transaction. C. The Proxy/Prospectus Pursuant to the requirements of the Exchange Act, Defendants filed a registration statement with the Securities and Exchange Commission (“SEC”) on August 6, 1998. (Tracinda Cmplt. at ¶¶ 22-27; Amended Class Cmplt. at ¶¶ 47-56; Glick-enhaus Cmplt. at ¶¶ 26-30). The registration statement contained the Proxy/Prospectus which was being furnished to shareholders of Chrysler common stock related to the offering and issuance of no par value Ordinary Shares by Daimler-Chrysler as part of a series of transactions to achieve the “merger of equals” between Daimler-Benz and Chrysler. The cover letter to the Proxy Statement states, “Daimler/Chrysler AG will bring together two companies with equal financial strength under the joint leadership of both management groups.” The Proxy/Prospectus also informed shareholders that Chrysler’s board of directors had unanimously approved the merger and found it to be “fair to and in the best interests of Chrysler and Chrysler’s stockholders.” (Tracinda Cmplt. at ¶ 24; Amended Class Cmplt. at ¶ 53, Glickenhaus Cmplt. at ¶ 28). In discussing the contemplated transaction, the Proxy/Prospectus repeatedly referred to the merger as a “merger of equals.” (Tra-cinda Cmplt. at ¶ 26 (citing Proxy/Prospectus at Preface, 11, 16, 47, 48, 51, 57, 65 & 93); Amended Class Cmplt. at ¶¶ 47-54; Glickenhaus Cmplt. at ¶¶ 29-30). In addition to discussing the mechanics of the proposal, the Proxy/Prospectus stated that Credit Suisse First Boston Corporation (“Credit Suisse”) was serving as financial advisor to Chrysler, and that Credit Suisse had determined after a review of similar transactions that the exchange ratio for the shares of Chrysler common stock was fair from a financial point of view to the holders of Chrysler common stock. (Proxy/Prospectus at 53, 14). In pertinent part, the Proxy/Prospectus stated: Precedent “Merger of Equals” Transactions. [Credit Suisse] analyzed the Transaction as a strategic business combination not involving a sale of control of Chrysler and accordingly, reviewed and analyzed the terms, to the extent publicly available, of 16 major announced or completed “merger of equals” transactions (the Precedent MOE transactions) in various industry sectors such as automotive, telecommunications, unities, financial services, consumer products and pharmaceuticals. (Proxy/Prospectus at 57). On September 18,1998, the stockholders of Chrysler approved the merger. On November 17, 1998, the stockholders of Chrysler received shares of DaimlerChrys-ler stock in exchange for their shares of common stock in Chrysler. (Tracinda Cmplt. at ¶28; Glickenhaus Cmplt. at ¶ 31; Amended Class Cmplt. at ¶ 58). D. Defendants’ Alleged Post-Merger Conduct By their Complaints, Plaintiffs contend that Defendants made a series of changes to undercut the influence and autonomy of the Chrysler executives and constituents as part of Defendants’ true intention to relegate Chrysler to a “division” of Daimler-Benz. Between September 1999 and November 2000, Plaintiffs contend that Defendants engaged in a contrived series of activities to fire and/or replace Chrysler executives who were likely to support Chrysler constituencies. Defendants’ alleged actions culminated with the firing of several key Chrysler executives, including Chrysler’s chief administrative officer, executive vice president of global sales and head of global communications, and the subsequent replacement of these individuals by longstanding Daimler-Benz executives. (Tracinda Cmplt. at ¶¶ 32, 33; Amended Class Cmplt. at ¶¶ 66-76; Glick-enhaus Cmplt. at ¶¶ 33-36). In addition to the management changes during this time period, Class Plaintiffs further contend that Defendants were concealing the Company’s financial decline from investors. Class Plaintiffs highlight several articles originally touting Daimler-Chrysler sales, and the annual report for the fiscal year ending December 31, 1999, which projected “favorable economic conditions” for the Year 2000. Class Plaintiffs contend that these statements were materially misleading and that Defendants knew the financial outlook of the Company was not positive. Class Plaintiffs further contend that Defendants needed to mask the Company’s deteriorating performance so they could complete their take-over of Chrysler. Class Plaintiffs contend that Defendants concealed the Company’s true financial condition by urging dealers to step up their orders based on false promises of future incentive programs. According to Class Plaintiffs, these incentive programs never materialized and dealers were left with huge inventories which damaged their relationship with the Company. However, the influx of orders did create a short-term revenue boost that concealed the Company’s financial troubles. Thus, Class Plaintiffs contend that Defendants “stuffed the company’s distribution channels” with vehicles at the expense of future sales and profitability, such that the Company’s later quarterly figures did not present an accurate picture of the Company’s true economic position. (Amended Class Cmplt. at ¶¶ 79-105). E. Mr. Schrempp’s Public Statements By their Complaints, Plaintiffs further contend that Defendants’ fraudulent intent to take-over Chrysler became clear in light of certain public statements made by Mr. Schrempp and published just days before the multiple firings of Chrysler executives. Specifically on October 30, 2000, the London Financial Times, a business news publication based in the United Kingdom, published an article detailing an interview of Mr. Schrempp (the “October 30th Article”). In pertinent part, the October 30th Article stated: In a wide-ranging interview ahead of this week’s two-day meeting [of the Da-imlerChrysler Management Board], he [Mr. Schrempp] delivered a passionate deference of both the merger and his ambition to create a global car maker. In doing so, however, he admitted that Chrysler had been relegated to a standalone division. Far from being a “merger of equals,” as originally conceived, the deal has emerged as just one deal among several from the “executive war-room” of Daimler’s Stuttgart headquarters. Now that most of Chrysler’s old management board has resigned or retired, Mr. Schrempp sees no reason to maintain the fiction. “Me being a chess player, I don’t normally talk about the second or third move. The structure we have now with Chrysler (as a standalone division) was always the structure I wanted,” he says. “We had to go a roundabout way but it had to be done for psychological reasons. If I had gone and said Chrysler would be a division, everybody on their side would have said: ‘There is no way we’ll do a deal.’ ” But it’s precisely what I wanted to do. From the start structure, we have moved to what we have today. What DaimlerChrysler has today is a U.S. division where vehicle design, procurement, production and marketing are being overhauled. Mr. Schrempp maintains this was always the plan following the initial post-merger integration, which generated about $1.4 bn (Pounds 970M) in savings. (Tracinda Cmplt. at ¶ 34; Amended Class Cmplt. at ¶ 77; Glickenhaus Cmplt. at ¶ 37). During this same time frame, Mr. Schrempp was interviewed for an article in Barron’s Magazine. The article was published on November 4, 2000 and quotes Mr. Schrempp as stating: “We said in spirit it was a merger of equals, but in our minds we knew how we wanted to structure the company, and today I have it. I have Daimler, and I have divisions.” (Tra-cinda Cmplt. at ¶ 36; Amended Class Cmplt. at ¶ 78; Glickenhaus Cmplt. at ¶ 40). Plaintiffs contend that it was with the publication of these statements that they first learned that Daimler-Benz intentionally misrepresented the true nature of the transaction to secure the shareholders’ votes for what was not a “merger of equals,” but a take-over. (Tracinda Cmplt. at ¶ 35; Amended Class Cmplt. at ¶ 2; Glickenhaus Cmplt. at ¶ 39). Plaintiffs also contend that these statements demonstrate that Defendants’ representations to Mr. Eaton and to shareholders through the Proxy/Prospectus were knowingly false and misleading and planned from the onset to mount a concealed take-over of Chrysler. As a direct and proximate result of Defendants’ alleged misrepresentations and omissions, Plaintiffs contend that they were damaged financially. STANDARD OF REVIEW I. The Standard Under Federal Rule of Civil Procedure 12(b)(6) Pursuant to Federal Rule of Civil Procedure 12(b)(6), the Court may dismiss a complaint for failure to state a claim upon which relief may be granted. Fed.R.Civ.P. 12(b)(6). The purpose of a motion to dismiss is to test the sufficiency of a complaint, not to resolve disputed facts or decide the merits of the case. Kost v. Kozakiewicz, 1 F.3d 176, 183 (3d Cir.1993). When considering a motion to dismiss, a court must accept as true all allegations in the complaint and must draw all reasonable factual inferences in the light most favorable to the plaintiff. Neitzke v. Williams, 490 U.S. 319, 326, 109 S.Ct. 1827, 104 L.Ed.2d 338 (1989); Piecknick v. Pennsylvania, 36 F.3d 1250, 1255 (3d Cir.1994). The Court is “not required to accept legal conclusions either alleged or inferred from the pleaded facts.” Kost, 1 F.3d at 183. Dismissal is only appropriate when “it appears beyond doubt that the plaintiff can prove no set of facts in support of his claims which would entitle him to relief.” Conley v. Gibson, 355 U.S. 41, 45, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957). The burden of demonstrating that the plaintiff has failed to state a claim upon which relief may be granted rests on the movant. Young v. West Coast Industrial Relations Assoc., Inc., 763 F.Supp. 64, 67 (D.Del.1991) (citations omitted). As a general matter, a court may not consider matters outside the pleadings when adjudicating a motion to dismiss. However, a court may consider “document[s] integral to or explicitly relied upon in the complaint” without converting a motion to dismiss to a motion for summary judgment. In re Rockefeller Center Properties, Inc. Securities Litigation, 184 F.3d 280, 287 (3d Cir.1999). Specifically, in a securities action, a court may consider SEC filings for the purpose of determining what statements the documents actually contain. Oran v. Stafford, 226 F.3d 275, 289 (3d Cir.2000) (finding persuasive the reasoning of the Second Circuit in Kramer v. Time Warner, Inc., 937 F.2d 767, 774 (2d Cir.1991)). However, the documents may not be considered to establish the truth of the matters asserted in them. Id. II. Standards Under Federal Rule of Civil Procedure 9(b) Federal Rule of Civil Procedure 9(b) provides: In all averments of fraud or mistake, the circumstances constituting fraud or mistake shall be stated with particularity. Malice, intent, knowledge, and other condition of mind of a person may be averred generally. Fed.R.Civ.P. 9(b). The requirements of Rule 9(b) apply to securities fraud claims. See e.g. Shapiro v. UJB Fin. Corp., 964 F.2d 272, 287-288 (3d Cir.1992) (applying Rule 9(b) to Section 11 and 12 claims resounding in fraud); Charal Inv. Co. v. Rockefeller, 131 F.Supp.2d 593, 602-603 (D.Del.2001) (applying Rule 9(b) to Section 14(a) claims resounding in fraud). The purpose of Rule 9(b) is to give the defendants notice of the precise misconduct with which they are charged and prevent false charges. Seville Indus. Mach. Corp. v. Southmost Mach. Corp., 742 F.2d 786, 791 (3d Cir.1984). Although allegations of “date, place or time” may satisfy the requirements of Rule 9(b), nothing in Rule 9(b) requires them. Id. Rather, the plaintiff may use “alternative means of injecting precision and some measure of substantiation into their allegations of fraud.” Id. Thus, the requirement of particularity does not require “ ‘an exhaustive cataloging of facts but only sufficient factual specificity to provide assurance that plaintiff has investigated ... the alleged fraud and reasonably believes that a wrong has occurred.’ ” In re ML-Lee, 848 F.Supp. 527, 555 (D.Del.1994) (citations omitted). III. Elements of Plaintiffs’ Securities Claims A. Claims Under Section 10(b) and Rule 10b-5 of the Exchange Act Section 10(b) of the Exchange Act prohibits the use “in connection with the purchase or sale of any security [of] any manipulative or deceptive device or contrivance in contravention of such rules and regulations as the Commission may prescribe.” 15 U.S.C. § 78j(b). Rule 10b-5 was promulgated in connection with Section 10(b) and “provides the framework for a private cause of action for violations involving false statements or omissions of material fact.” Weiner v. Quaker Oats Co., 129 F.3d 310, 315 (3d Cir.1997). Section 10(b) claims are quite similar to common law fraud claims. To state a Section 10(b) claim, a plaintiff must allege that the defendant made (1) a misstatement or omission; (2) of a material fact, (3) with scienter; (4) in connection with the purchase or sale of a security; (5) upon which the plaintiff reasonably relied; and (6) that reliance was the proximate cause of plaintiffs injury. In re Reliance Sec. Litig., 91 F.Supp.2d 706, 720 (D.Del.2000) (citing In re Westinghouse Sec. Litig., 90 F.3d 696, 710 (3d Cir.1996)). B. Claims Under Sections 11 and 12(a)(2) of the Securities Act Under Sections 11 and 12(a)(2) of the Securities Act, liability attaches to specified individuals when the registration statement or prospectus contains “an untrue statement of a material fact” or “omit[s] ... a material fact required to be stated therein or necessary to make the statement therein not misleading ...” 15 U.S.C. § 77k (registration statement), 15 U.S.C. § 771(a)(2) (prospectus or oral communication). A plaintiff alleging a Section 11 and 12(a)(2) claim need not plead fraud, reasonable reliance or scienter. In re Craftmatic Sec. Litig., 890 F.2d 628, 645 n. 28 (3d Cir.1989) (recognizing that defendants may be held liable for negligent representations or omissions under Section 12 of the Securities Act). C. Claims Under Section U(a) and Rule Ha-9 of the Exchange Act Rule 14a-9 prohibits the solicitation of a shareholder’s vote by means of a proxy statement that “is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading ...” 17 C.F.R. § 240.14a-9. To establish a cause of action for a violation of Section 14(a) and Rule 14a-9, a plaintiff must allege “(1) that the defendant made a material misrepresentation or omission in a proxy statement; (2) with the requisite state of mind; and (3) that the proxy solicitation was an essential link in effecting the proposed corporate action.” Reliance, 91 F.Supp.2d at 728 (citing Halpern v. Armstrong, 491 F.Supp. 365, 378 (S.D.N.Y.1980)). D. Controlling Persons Claims Under Section 20 of the Exchange Act and Section 15 of the Securities Act The elements of controlling persons claims under Section 20 of the Exchange Act and Section 15 of the Securities Act are identical. See In re MobileMedia Sec. Litig., 28 F.Supp.2d 901, 940 (D.N.J.1998). To state a claim for control person liability, the plaintiff must allege (1) a primary violation of the federal securities laws by a controlled person; (2) control of the primary violator by the defendant; and (3) that the controlling person was in some meaningful way a culpable participant in the primary violation. Reliance, 91 F.Supp.2d at 731 (citing Boguslavsky v. Kaplan, 159 F.3d 715, 720 (2d Cir.1998)). DISCUSSION I. Whether Plaintiffs’ Federal Securities Laws Claim Are Barred By The Statute Of Limitations By their Motion, Defendants contend that Plaintiffs’ federal securities laws claims are barred by the statute of limitations. The parties agree that the applicable statute of limitations is the one-year/ three-year limitations period prescribed by the Supreme Court in Lampf, Pleva, Lipkind, Prupis & Petigrow v. Gilbertson, 501 U.S. 350, 111 S.Ct. 2773, 115 L.Ed.2d 321 (1991). Specifically, claims brought under the securities laws must be commenced within one year of the discovery of the facts constituting the violation and, in all events, within three years of the actual violation. Id. The crux of the parties’ dispute centers on the one-year prong of this limitations period. The parties disagree as to whether the Lampf rule requires actual notice or inquiry notice of the alleged wrong to trigger the running of the limitations period. With regard to Plaintiffs’ claims under Section 11 and 12 of the Securities Act, Plaintiffs apparently concede that the appropriate standard is inquiry notice. (D.I. 106 at 6-10). Accordingly, the narrow issue raised by the parties is whether the inquiry notice standard applies to Plaintiffs’ claims under Sections 10 and 14 of the Exchange Act, or whether the appropriate standard is actual notice. Although the Court of Appeals for the Third Circuit has not yet opined on this issue directly, several district courts in this Circuit have concluded that inquiry notice is the appropriate standard to apply to claims under Section 10 and 14 of the Exchange Act. In re The Prudential Insurance Company of America Sales Practice Litigation, 975 F.Supp. 584, 599 (D.N.J.1996) (collecting cases from the Second, Fourth, Fifth and Seventh Circuits applying the inquiry notice standard to Exchange Act claims). In the absence of a decision from the Third Circuit and given the obvious policy considerations and benefits of maintaining consistency with regard to the treatment of federal securities claims, the Court will join the courts that have considered this issue. Id. (citing In re Data Access Sys. Secs. Lit, 843 F.2d 1537, 1549 (3d Cir.1988) for the proposition that uniform remedies in federal securities cases demands uniform application of the limitations periods in such cases). Accordingly, the Court concludes that the inquiry notice standard is the appropriate standard to apply to trigger the one-year limitations period under Lampf for claims under Sections 10 and 14 of the Exchange Act. Having concluded that the inquiry notice standard is the appropriate standard for all of Plaintiffs’ federal securities laws claims, the Court will next consider whether Plaintiffs had inquiry notice of their alleged claims more than one year prior to the filing of their Complaints. A plaintiff is on inquiry notice when “a person of ordinary intelligence would have suspected that he or she was being defrauded.” In re Equimed, Inc. Securities Litigation, 2000 WL 562909, *9 (E.D.Pa. May 9, 2000). Stated another way, a plaintiff need not be made aware of the entire alleged fraudulent scheme to be on inquiry notice. See e.g. Brumbaugh v. Princeton Partners, 985 F.2d 157, 162 (4th Cir.1993). Rather, a plaintiff is on inquiry notice when he or she has “sufficient information of possible wrongdoing” or “ ‘storm warnings’ of culpable activity.” In re Equimed, Inc., 2000 WL 562909 at *9; Brumbaugh, 985 F.2d at 162. Once a plaintiff is on inquiry notice, due diligence requires the plaintiff to conduct reasonable investigations into the possibility of wrongdoing. Brumbaugh, 985 F.2d at 162. By their Motion, Defendants contend that Plaintiffs had inquiry notice of their claims as early as May 1998, but in no event later than September 1999, well more than a year before the filing of the Tracinda and Glickenhaus Complaints in November 2000 and the Amended Class Complaint in January 2001. In support of their position, Defendants rely on several articles published in May 1998 in the financial press in which certain analysts considered the provisions of the Combination Agreement and concluded that the “merger of equals” announced by Daimler-Benz and Chrysler was actually a sale of Chrysler and/or that Daimler-Benz would be the dominant partner in the transaction. In addition, Defendants suggest that the parting of several key Chrysler executives could have alerted Plaintiffs to any alleged claims of securities fraud. On a motion to dismiss, the defendant bears a heavy burden to show that the plaintiff had inquiry notice more than one year prior to the filing of his or her complaint. In re Equimed, 2000 WL 562909 at 9. Unless the complaint, on its face, fails to comply with the applicable limitations period, a motion to dismiss based on the failure to comply with the statute of limitations should be denied. Id. Further, the question of whether a plaintiff had inquiry notice such that his or her complaint is barred by the statute of limitations is a fact-intensive question making it inappropriate for resolution on a motion to dismiss, unless the underlying facts are undisputed. Brumbaugh, 985 F.2d at 162 (affirming district court’s grant of motion to dismiss based on failure to comply with the statute of limitations where underlying facts were not in question); see also Olcott v. Delaware Flood Co., 76 F.3d 1538, 1549 (10th Cir.1996) (holding that resolution of notice issue “in the procedural context of a motion to dismiss is wrong”); In re Equimed, 2000 WL 562909 at 9 (denying motion to dismiss based on limitations period because of outstanding factual issues). In this case, the financial articles that appeared in the financial press and relied upon by Defendants to establish inquiry notice are not within the four corners of the Complaints, and thus, they are not appropriately considered by the Court on a motion to dismiss. In re Burlington Coat Factory, 114 F.3d at 1426. Moreover, if the articles were to be considered at this juncture, the Court is persuaded that they raise potential factual issues regarding notice and due diligence which would preclude the Court from resolving the issue at this stage. As for Defendants’ remaining allegations concerning the contents of the Combination Agreement and the movement of Chrysler management, the Court observes that Plaintiffs have pled that Defendants acted in a surreptitious manner to replace Chrysler executives and breach the Combination Agreements so as to mask their true intentions and avoid alerting shareholders to their alleged fraud. Accordingly, the Court cannot conclude that the Complaints fail to comply facially with the limitations period, and therefore, the Court will deny Defendants’ Motion To Dismiss based on the statute of limitations bar asserted by Defendants. II. Whether Plaintiffs Have Alleged An Actionable Misstatement Or Omission Each of Plaintiffs’ securities claims requires the existence of a material misstatement or omission as an essential element. A misrepresentation or omission is material “if there is a substantial likelihood that a reasonable shareholder would consider it important in deciding how to [act].” Basic Inc. v. Levinson, 485 U.S. 224, 231, 108 S.Ct. 978, 99 L.Ed.2d 194 (1988). The significance of a misrepresentation or omission is discerned by examining the total mix of information available to a reasonable investor. Thus, a misrepresentation or omission may also be materially misleading if a reasonable investor would view it as “significantly altering the total mix of information available.” Shapiro v. UJB Financial Corp., 964 F.2d 272, 281, n. 11 (3d Cir.1992). Further, statements which are literally true may become misleading to investors depending upon their context. In re Cell Pathways, Inc., 2000 WL 805221, *9 n. 7 (E.D.Pa.2000) (citing McMahan v. Wherehouse Entertainment, Inc., 900 F.2d 576, 579 (2d Cir.1990)). Whether a misrepresentation is material is a mixed question of law and fact, ordinarily reserved for the trier of fact. Shapiro, 964 F.2d at 281 n. 11, see also Mendell v. Greenberg, 927 F.2d 667, 678 (2d Cir.), amended on other grounds, 988 F.2d 1528 (2d Cir.1990) (“Because materiality is a mixed question of law and fact, it is a question especially well suited for jury determination ... ”). “Only if the alleged misrepresentations or omissions are so obviously unimportant to an investor that reasonable minds cannot differ on the question of materiality is it appropriate for the district court to rule that the allegations are inactionable as a matter of law.” Id. Thus, to prevail on a motion to dismiss, the defendant must show that “under no set of facts will the plaintiff[ ] be able to establish that the alleged misrepresentations and omissions were material.” In re ValueVision Int’l Inc. Securities Litigation, 896 F.Supp. 434, 442 (E.D.Pa.1995). The misrepresentations that Plaintiffs in the ease at bar principally rely upon in support of their claims are Defendants’ representations both orally and in the Proxy/Prospectus that the transaction between Daimler-Benz and Chrysler was to be a “merger of equals.” By their Motion To Dismiss, Defendants contend that these alleged misrepresentations are not actionable, because (1) the term “merger of equals” was defined in the corporate governance provisions of the Combination Agreement and Plaintiffs have not alleged a breach of the Combination Agreement; (2) the failure of Defendants to disclose their alleged motive to pursue control of Chrysler is not actionable; and (3) the merger was a “merger of equals” because that term has no legally cognizable generic definition, it implies no particular corporate governance structure, and the management changes did not alter the merger’s character as a merger of equals. The Court will review each of Defendants’ arguments in turn. A. Defendants’ Argument That The Term “Merger Of Equals” Was Defined In The Corporate Governance Provisions Of The Combination Agreement And Plaintiffs Have Not Alleged A Breach Of The Combination Agreement According to Defendants, Plaintiffs have not alleged that the terms of the Combination Agreement were not fully disclosed in the Proxy/Prospectus or that the terms of the Combination Agreement were breached. Thus, Defendants contend that Plaintiffs have not identified an actionable misstatement or omission. After reviewing the allegations of the Complaints and the relevant documents referenced therein, the Court concludes that Plaintiffs have alleged actionable misstatements to support their federal securities laws claims. Plaintiffs allege that both orally and in the Proxy/Prospectus, Defendants represented that the transaction would be a “merger of equals,” a combined company of “equal halves” with “joint leadership,” and not a “sale of control” or take-over of one company by the other. (See e.g. Proxy/Prospectus at 16-17, 47, 57; Tracinda Cmplt. at ¶¶ 18,19 26, 27; Glickenhaus Cmplt. at ¶¶ 19, 24, 29; Amended Class Cmplt. at ¶¶ 44, 46). Plaintiffs allege that these statements were false based in large part on the statements of Mr. Schrempp to the financial press in October and November 2000. In these statements, alleged in the Complaints, Mr. Schrempp indicates that he never intended the merger to be a merger of equals, because he always intended Chrysler to be a division of the Daimler organization. Mr. Schrempp allegedly further stated that if the truth were known, the merger would not have been approved by the Chrysler shareholders. Accepting as true Plaintiffs’ allegations as the Court must on a motion to dismiss, the Court concludes that Plaintiffs have adequately alleged that Defendants’ representations that the merger would be a merger of equals were false and misleading. Defendants contend that because the term “merger of equals” was defined in the corporate governance provisions of the Combination Agreement and Plaintiffs do not allege a breach of the Combination Agreement, Plaintiffs cannot allege that the representations in the Proxy/Prospectus were false. The Court finds this argument unpersuasive for several reasons. First, as Plaintiffs allege in their Complaint, Mr. Schrempp’s public statements suggest that the corporate governance structure described in the Proxy/Prospectus was part of Defendants’ scheme to acquire Chrysler in a “roundabout way.” Plaintiffs allege that Mr. Schrempp orally represented that the “existing Chrysler management would team up with [the] existing Daimler-Benz management to run the combined new company equally on a worldwide basis.” (Complt.18, 19). However, Plaintiffs also allege that these statements were actually false when viewed in fight of Mr. Schrempp’s subsequent statements in October and November 2000 and in fight of the actual changes in management of the new Company. Second, the Proxy/Prospectus does not define the term “merger of equals” solely in relation to the Combination Agreement. Indeed, Defendants’ contention that the term “merger of equals” is defined only with reference to the Combination Agreement is belied by the argument in their Opening Brief that the Proxy/Prospectus uses the term “merger of equals” to signify at least four different concepts. According to Defendants, The Proxy/Prospectus employs the term “merger of equals” (i) to broadly describe a business combination between companies of roughly equal financial strength, under joint leadership with post-deal equity split about evenly; (ii) as a short-hand for the specific post-Merger governance structure of Daim-lerChrysler; (iii) as a short-hand for the post-Merger governance structure, incorporating a brief description of the Chrysler Boards’ view of its role and that of Chrysler’s senior management in helping to realize the goals of the Merger; and (iv) to describe a category of comparable transactions used by [Credit Suisse] in its analysis of the fairness of the deal price to Chrysler shareholders. (D.I. at 58 at 22). That Plaintiffs’ allegations are sufficient to establish a material misrepresentation is perhaps most apparent with reference to the fourth use of the term “merger of equals” by the financial analysts in evaluating the fairness of the transaction. As indicated in the Proxy/Prospectus, Chrysler’s financial adviser “analyzed the Transactions as a strategic business combination not involving a sale of control of Chrysler and, accordingly-reviewed and analyzed the terms, to the extent publicly available, of 16 major announced or completed ‘merger of equals’ transactions (the ‘Precedent MOE Transactions’) in various industry sectors ...” (Proxy/Prospectus at 57). In the Court’s view, these allegations, coupled with the allegations concerning Mr. Schrempp’s statements are sufficient to establish the material false and/or misleading statements necessary to state Plaintiffs’ claims under the federal securities laws. Further, the Court concludes that Defendants’ argument that Plaintiffs’ claims fail because they did not allege a breach of the Combination Agreement is contradicted by the Supreme Court’s recent pronouncement in The Wharf (Holdings) Ltd. v. United Int’l Holdings, Inc., 532 U.S. 588, 121 S.Ct. 1776, 1780-1782, 149 L.Ed.2d 845 (2001). In The Wharf, United International Holdings Inc. (“United”) agreed to provide services in connection with a cable television license to The Wharf in exchange for an option to buy 10% of the stock of a new cable system. By its complaint, United alleged that The Wharf secretly intended not to permit United to exercise the option, and United brought suit against The Wharf under Section 10(b) of the Exchange Act. Although The Wharf agreed that the option was a “security” for the purposes of the Exchange Act, The Wharf argued that its conduct fell outside of the scope of Rule 10b-5 because, among other things, the plaintiffs’ federal securities claims were “in reality no more than ordinary state breach-of-contract claims — actions that lie outside the Act’s basic objectives.” Id. at 1782. Rejecting The Wharfs position, the United States Supreme Court stated: United’s claim, however, is not simply that the Wharf failed to carry out a promise to sell its securities. It is a claim that the Wharf sold it a security (the option) while secretly intending from the beginning not to honor the option. Id. (emphasis added). Defendants contend that The Wharf is not applicable, because “plaintiffs do not and cannot allege that the DaimlerChrys-ler Defendants made any promise that they did not fully perform in accordance with its terms.” (D.I. 45 at 9). However, Plaintiffs’ allegations are precisely what Defendants contend they are not. Plaintiffs allege that Defendants represented that the transaction would be a merger of equals, yet Defendants never intended to comply with that concept and ultimately did not comply with that concept. Moreover, contrary to Defendants’ arguments, Plaintiffs do allege several instances in which they contend that Defendants did not comply with the corporate governance provisions of the Combination Agreement and failed to fulfill other promises in the Proxy/Prospectus including the promise that the transaction would be a “merger of equals.” (See e.g. Amended Class Cmplt. ¶¶ 67, 76, 111; Glickenhaus Cmplt. ¶¶ 29, 31-16). That Plaintiffs did not bring the failure to honor these promises as a breach of contract claim is not fatal to their claims, because as Defendants recognize in their own discussion of The Wharf, “the making of a promise with no intent to fulfill that promise, coupled with a later refusal actually to fulfill the promise, constitutes a misstatement.” (D.I. 45 at 9). A material misstatement or omission is all that is required to satisfy the first essential element of Plaintiffs’ securities claims. Accordingly, the Court concludes that Plaintiffs have alleged actionable misstatements in support of their securities claims. In addition to their previous arguments, the parties direct the Court to In re BankAmerica Corp. Securities Litigation, 78 F.Supp.2d 976 (E.D.Mo.1999) to support their respective positions. Defendants contend that this case is the antithesis of BankAmerica, because unlike BankAmeri-ca, the term “merger of equals” was defined in this case “as the amalgamation of various constituencies along with the institution of a specific set of governance arrangements which carefully delineated participation by both Chrysler and Daimler-Benz as specified in the Combination Agreement, and plaintiffs do not allege that those provisions have not been honored.” (D.I. 58 at 41 n. 18). In contrast, Plaintiffs contend that BankAmerica is consistent with this case and thus, mandates the denial of Defendants’ motion to dismiss. As in this case, the dispute in BankAm-erica centered on a business combination that was described as a “merger of equals.” The joint proxy/prospectus described the contemplated merger between Nations Bank Corp. (“NB”) and old Ban-kAmerica (“OBA”) as a “merger of equals” in which no acquisition premium would be paid to either party and in which there would be shared control of the combined entity by the stockholders of both banks. Id. at 982-988. Like this case, the proxy materials also described the representation that each bank constituent would have on the board and provided that Hugh McColl, the then chairman of NB, would be chairman and CEO of the new BankAmerica (“NBA”), and David Coulter, the then CEO of OBA, would become president of NBA. However, after the merger closed, Coulter resigned from NBA, and “further appointments of members of the former NB camp to high-ranking positions within NBA caused the press to state that the former NB was firmly in control of a bank originally billed as a merger of equals.” Id. at 985. Three days after Coulter’s resignation, an unidentified director of NBA declared that the merger was never intended to be a merger of equals and many associated with OBA began to view the merger as a take-over rather than a true merger of equals. Declining to dismiss the plaintiffs’ claims under Section 11 and 12(a)(2) of the Securities Act, the court stated: The ... plaintiffs allege that NBA, the Insider Defendants and the Registration Defendants violated Sections 11 and 12(a)(2) ... by falsely characterizing the merger as a merger of equals in the Registration Statement and the Prospectus when defendants had no intention for control of NBA to be shared or for Coutler to succeed McColl as Chairman and CEO of NBA ... Defendants object that the term merger of equals is too vague to be actionable and that the proxy fully disclosed the post-merger control arrangements. Further, defendants never guaranteed that Coulter would succeed McColl ... ... However, the Proxy/Prospectus and the Registration Statement essentially define “merger of equals” as shared control of the corporation such that no change of control premium would be paid to either sides’ shareholders. Plaintiffs are alleging that, contrary to defendants’ representations, that defendants never intended for the merger to be a merger of equals such that control over the combined entity was shared. Further, they allege that Coulster’s ouster was predetermined by McColl even before the merger was completed... These allegations, if true, are material because there is “a substantial likelihood that the disclosure of the omitted fact would have been viewed by the investor as having significantly altered the total mix of information made available.”[citations omitted] That is, if the BA Holders had known that defen dants never intended for control to be shared and for Coulter to succeed McColl, they would likely not have voted for the merger without the addition of a control premium. Id. at 999-1000 (emphasis added). After reviewing the BankAmerica decision, the Court is not persuaded by Defendants’ attempts to distinguish it. Indeed, in the Court’s view, the allegations in Ban-kAmerica are remarkably similar to the allegations raised by Plaintiffs in this case. Plaintiffs here are alleging that Defendants never intended the transaction between Daimler-Benz and Chrysler to be a merger of equals, even though they represented the transaction as such. Plaintiffs assert several factual allegations in support of their contention including Mr. Schrempp’s statements to the financial press and the shift in corporate governance toward the Daimler constituency. If true, Plaintiffs’ assertions, like the allegations in BankAmerica, are sufficient to establish the material misrepresentations needed to sustain their securities fraud claims. Accordingly, the Court concludes that Plaintiffs have alleged actionable misstatements to support their securities claims, and therefore, the Court declines to dismiss Plaintiffs’ Complaints at this juncture. B. Defendants’ Argument That The Failure Of Defendants To Disclose Their Alleged Motive To Pursue Control Of Chrysler Is Not Actionable Defendants next contend that the failure of Defendants to disclose their alleged motive to pursue control of Chrysler is not actionable. In support of their argument, Defendants direct the Court to a variety of cases holding that the failure to disclose one’s “true motives” or one’s “impure motives,” standing alone, is insufficient to form the basis of a securities claim. The difficulty with Defendants’ argument is that its premise rests on the assumption that the operative facts surrounding the transaction had been fully and accurately disclosed in the Proxy/Prospectus and that the Proxy/Prospectus was not false or misleading. Indeed each of the cases upon which Defendants rely for their undisclosed motive argument involve the absence of any allegations by the plaintiffs that the disclosures that were made were either false or misleading. See Virginia Bankshares, Inc. v. Sandberg, 501 U.S. 1083, 1096, 111 S.Ct. 2749, 115 L.Ed.2d 929 (1991) (“[T]o recognize liability on mere disbelief or undisclosed motive without any demonstration that the proxy statement was false or misleading about its subject would authorize [securities fraud claims] confined solely to what one skeptical court spoke of as the ‘impurities’ of a director’s ‘unclean heart’ ... This we think would cross the line that Blue Chip Stamps [v. Manor Drug Stores], 421 U.S. 723, 95 S.Ct. 1917, 44 L.Ed.2d 539 (1975)] sought to draw.”) (emphasis added); Lewis v. Chrysler Corp., 949 F.2d 644, 651 (3d Cir.1991) (recognizing that “[t]he unclean heart of a director is not actionable, whether or not it is ‘disclosed,’ unless the impurities are translated into actionable deeds or omissions both objective and external”); Biesenbach v. Guenther, 588 F.2d 400 (3d Cir.1978) (same). Unlike the eases cited by Defendants, Plaintiffs have alleged that Defendants made affirmative false statements and that the terms of the transaction were not fully and accurately disclosed by Defendants. Thus, Plaintiffs’ claims do not rest alone on the alleged failure of Defendants to reveal their alleged motive of achieving a takeover of Chrysler. Because Plaintiffs have alleged affirmative misrepresentations that extend beyond the failure to disclose the motive underlying the transaction between Daimler-Benz and Chrysler, the Court will deny Defendants’ Motion To Dismiss. C. Defendants’ Argument That The Merger Was A “Merger Of Equals” Because That Term Has No Legally Cognizable Generic Definition And The Management Changes Did Not Alter The Merger’s Character As A Merger Of Equals Defendants next contend that Plaintiffs have failed to allege actionable misstatements because the merger was a “merger of equals.” Specifically, Defendants contend that the term “merger of equals” has no generic or other legally recognized meaning, and that its only meaning is ascertained through the corporate governance provisions of the Combination Agreement. In addition, Defendants contend that the departure of certain Chrysler executives did not alter the characteristic of the merger as a “merger of equals,” because the Combination Agreement did not promise permanent job security to these Chrysler executives. In response, Plaintiffs contend that Defendants’ argument is a backhanded way of saying that the term “merger of equals” is not material. Plaintiffs maintain that the determination of materiality is a question of fact not suitable for resolution in the context of a motion to dismiss. Plaintiffs further contend that Mr. Schrempp acknowledged that his statements were material when he recognized that Chrysler would not have consummated the transaction if he announced that Chrysler would be a division of Daimler-Benz. (D.I. 56 at 25). If Defendants’ argument is related to the question of materiality as Plaintiffs suggest, then the Court agrees with Plaintiffs that in these circumstances the question of materiality is best left to a later stage of the proceedings. Indeed, accepting the truth of Plaintiffs’ allegations concerning Mr. Schrempp’s statements, the Court cannot conclude that Plaintiffs have failed to allege materiality. Further, in the Court’s view, Defendants’ argument is quite similar to its previously advanced argument that the term “merger of equals” is defined solely by reference to the Combination Agreement and Plaintiffs have not alleged a breach of the Combination Agreement. For the reasons discussed previously, the Court does not accept Defendants’ position. At this juncture, the Court is required to accept Plaintiffs’ allegations as true, and taking those allegations in total, the Court cannot conclude that Plaintiffs have failed to state an actionable material misrepresentation. Of course, the Court’s conclusion in this regard is limited to the context of a motion to dismiss, and therefore, the Court expresses no opinion as to whether Plaintiffs’ allegations can withstand a motion for summary judgment in the face of these same arguments. Accordingly, the Court will deny Defendants’ Motion To Dismiss. III. Whether Plaintiffs Have Alleged Justifiable Reliance On Any Alleged Misstatement By their Motion, Defendants contend that Plaintiffs have failed to plead justifiable reliance on any alleged misstatements. Defendants contend that Plaintiffs Tracinda and Glickenhaus could not have reasonably relied on the alleged oral representations of Mr. Schrempp, because the details of the control of the combined company were left to later negotiation and were ultimately superseded by the Combination Agreement and the Proxy/Prospectus. With regard to Tracin-da in particular, Defendants contend that Tracinda affirmatively disavowed any reliance on Defendants’ oral statements when it signed the Stockholder Agreement which contained an integration clause. The question of whether Plaintiffs have adequately alleged justifiable reliance is relevant only to Plaintiffs’ claims under Sections 10 and 14 of the Exchange Act. A plaintiff need not plead rebanee to state a claim under Sections 11 and 12(a)(2) of the Securities Act. In re Donald J. Trump Casino Sec. Litig., 7 F.3d 357, 368 n. 10 (3d Cir.1993); In re MobileMedia Sec. Litig., 28 F.Supp.2d 901, 923 (D.N.J.1998). As a general matter, an investor may not justifiably rely on a misrepresentation if the investor should have uncovered the truth through due diligence. To this effect, “the plaintiff [must] act reasonably” and “a sophisticated investor is not barred by rebanee upon the honesty of those with whom he deals in the absence of knowledge that the trust is misplaced.” AES Corp. v. Dow Chemical Co., 157 F.Supp.2d 346, 351 (D.Del.2001) (quoting Straub v. Vaisman & Co., 540 F.2d 591, 598 (3d Cir.1976) in the context of a Section 10 and Rule 10b-5 violation). Stated another way, “an investor cannot close his eyes to a known risk,” and if he is “cognizant of the risk then there is no liability.” Id. (quoting Teamsters Local 282 Pension Trust Fund v. Angelos, 762 F.2d 522, 530 (7th Cir.1985)), see also Zobrist v. Coal-X, Inc., 708 F.2d 1511, 1516-1517 (10th Cir.1983). In determining whether rebanee is justifiable, courts consider several factors, including but not limited to: (1) the existence of a fiduciary relationship; (2) the plaintiffs opportunity to detect the fraud; (3) the sophistication of the plaintiff; (4) the existence of a longstanding business or personal relationship; and (5) access to the relevant information. Id. (citing Straub, 540 F.2d at 598); see also Brown v. E.F. Hutton Group, Inc., 991 F.2d 1020, 1032 (2d Cir.1993). The burden of estabhshing that rebanee was unreasonable rests on the defendant. AES Corp., 157 F.Supp.2d at 351. After reviewing the abegations of Plaintiffs’ Complaints, the Court concludes that for purposes of adjudicating Defendants’ Motion To Dismiss, Plaintiffs have alleged justifiable rebanee. Defendants suggest that it is unreasonable as a matter of law for Plaintiffs to rely on “prior vague oral statements,” where as here, written documents detailing the transaction were provided to Plaintiffs. However, the cases upon which Defendants rely for this proposition are not procedurahy akin to this case in that they are either summary judgment cases or judgment on the verdict cases. See e.g. Brown, 991 F.2d at 1020 (summary judgment); Zobrist, 708 F.2d at 1511 (judgment on the verdict). Indeed, on a motion to dismiss, the Court must accept Plaintiffs’ allegations as true and construe the Complaints in the bght most favorable to Plaintiffs. Thus, the Court cannot conclude at this juncture that Plaintiffs’ allegations related to the prior oral statements by Defendants about the merger being a merger of equals are so vague as to be usurped as a matter of law by the written materials provided to Plaintiffs. Klein v. Boyd, 1996 WL 230012 (E.D.Pa. May 3, 1996) (holding that even if the court agreed with the proposition from other jurisdictions that written documents necessarily trump any inconsistent oral misrepresentations, the court could not decide the issue on a motion to dismiss). Further, the Court cannot conclude at this juncture that the written materials expressly contradict the oral misrepresentations allegedly made to Plaintiffs such that the written documents would be sufficient to preclude Plaintiffs from alleging reliance. Id.,see also Zobrist, 708 F.2d at 1518 (holding that reliance on oral statement was unjustified where written documents expressly contradicted oral statement); Acme Propane, Inc. v. Tenexco, Inc., 844 F.2d 1317, 1325 (7th Cir.1988) (same). With respect to Tracinda, Defendants allege that Tracinda is precluded as a matter of law from alleging justifiable reliance based on the integration clause in the Stockholder Agreement. In pertinent part, the Stockholder Agreement that Tracinda signed states: This Agreement, the Standstill Agreement, and the other agreements executed and delivered by any of the parties hereto and the Stockholder [Tracinda and Kerkorian] in connection herewith constitute the entire subject matter hereof and supersede all other prior agreements and understandings, both written and oral, between the Stockholder and such other parties with respect to the subject matter hereof. (D.I. 58 at 47) (citing Ex. C at Ex. § 4.3) (emphasis omitted). Consistent with several other courts, this Court has recognized that an enforceable integration clause may, in certain circumstances, be sufficient to preclude justifiable reliance as a matter of law. AES Corp., 157 F.Supp.2d 346, 351 (D.Del.2001) (collecting cases). However, construing the Complaint and the reasonable inferences therefrom in the light most favorable to Tracinda, it appears that Tracinda contends as part of its securities fraud claim that it was fraudulently induced to enter into the Stockholder Agreement. Specifically, Tracinda alleges that it would not have executed the Stockholder Agreement if it were not for Defendants’ false representations that the merger was going to be a merger of equals. (D.I. 1 at 21). Accepting Plaintiffs’ allegations as true as the Court must on a motion to dismiss, the Court cannot conclude at this stage of the proceedings that Tracinda is precluded as a matter of law from alleging rebanee based upon the integration clause. Indeed, this Court in AES Corp. did not make its decision concerning the issues of rebanee and the enforceabihty of an integration clause on a motion to dismiss, but rather considered these issues in the context of a motion for summary judgment. AES Corp., 157 F.Supp.2d at 351-854; Rissman v. Rissman, 213 F.3d 381 (7th Cir.2000) (concluding that integration clause barred claim of justifiable reliance on appeal from grant of summary judgment); Jackvony v. RIHT Fin. Corp., 873 F.2d 411 (1st Cir.1989) (concluding that integration clause barred claim of justifiable reliance on appeal from directed verdict). Accordingly, the Court will reserve judgment on this issue until a later stage in the proceedings and deny Defendants’ Motion To Dismiss Plaintiffs’ claims under the Exchange Act for failure to allege justifiable reliance. IV. Whether Plaintiffs Have Adequately Alleged Loss Causation Or Damages Defendants next contend that Plaintiffs have failed to adequately allege loss causation or damages. However, in making their argument, Defendants acknowledge that Plaintiffs have alleged two forms of damages: (1) an alleged diminution in the value of their stock, and (2) the denial of an acquisition premium. Thus, Defendants’ primary argument is that Pla