Full opinion text
MEMORANDUM COLLIER, District Judge. TABLE OF CONTENTS I. INTRODUCTION.867 II. RELEVANT FACTS AND PROCEDURE.867 A. General Background.,.■.867 B. The Litigation.868 C. The Glickenhaus Allegations.869 D. The Azzolini and Berstein Allegations.871 III. STANDARD OF REVIEW .873 IV. IN RE UNUMPROVIDENT CORP. SECURITIES LITIGATION (1:03-CV-49).873 A. Request for Judicial Notice and Motion to Strike.874 B. Statute of Limitations .879 C. Failure to State a Claim for Securities Fraud. 884 1. Material Misstatements and/or Omissions.884 a. Alleged Claims Handling Misrepresentations.885 b. Alleged Investment Misrepresentations.890 2. Scienter.892 a. Alleged Claims Handling Misrepresentations.893 b. Alleged Investment Misrepresentations.895 3. Causation. 897 a. Alleged Claims Handling Misrepresentations.898 b. Alleged Investment Misrepresentations.899 D. Conclusion.900 V. THE AZZOLINI AND BERNSTEIN ACTIONS (1:03-CV~1003 & 1:03-CV-1005).901 A. Scienter.■.902 B. Causation. CD O CO C. Conclusion. ZD O CT? VI. CONCLUSION. .905 I. INTRODUCTION The Judicial Panel on Multidistrict Litigation (“JPML”) has assigned to this Court a number of putative class action lawsuits against Defendant UnumProvi-dent Corporation (“UnumProvident”) and various of its directors, officers, and employees. For purposes of efficient case management, the Court consolidated several of these cases and then grouped the cases into two broad categories by subject matter. The first such category is comprised of a number of putative class actions alleging improper denial of disability insurance benefits under the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1132(a)(1)(B), and applicable state law (collectively “Coordinated Benefits Actions”). The second category includes various putative securities fraud class action lawsuits brought on behalf of purchasers of UnumProvident securities and UnumProvident-related securities, two consolidated putative class actions brought on behalf of UnumProvident employees participating in the company’s 401(k) plan and alleging violations of various fiduciary duties under ERISA, and a consolidated shareholder derivative action asserting claims on behalf of UnumProvi-dent against certain of its officers and directors (collectively “Securities Related Actions”). The instant Memorandum and accompanying Order address motions to dismiss filed in the putative securities fraud class actions by Defendant UnumProvident and Defendants Thomas R. Watjen, Robert C. Greving, Ralph W. Mohney, Jr., and J. Harold Chandler, all of whom are current or former UnumProvident directors or executives (collectively, “Defendants”). Each of these defendants has moved the Court to dismiss all of the securities fraud claims asserted against them in the instant putative class action lawsuits (Case No. l:03-CV-49, Court File Nos. 107, 108; Case No. 1:03-CV-1003, Court File Nos. 13, 14; Case No. 1:03-CV-1005, Court File Nos. 23, 25). Because these three actions rely on a common basis of underlying factual allegations and because the UnumPro-vident Defendants have raised common arguments in support of dismissal of all three complaints, the Court will consolidate its ruling on each of the various motions to dismiss into a single Memorandum. II. RELEVANT FACTS & PROCEDURE A. General Background UnumProvident, a Delaware corporation with its principal place of business in Chattanooga, Tennessee, is the parent company of a number of insurance companies operating throughout the United States and abroad. Through its subsidiaries, the company provides a wide range of group and individual insurance products including disability insurance, life insurance, long-term care insurance, and payroll-deducted voluntary benefits plans offered by employers, to their employees. UnumPro-vident is a publicly-held corporation which periodically offers a variety of different types of securities for sale to the investing-public. At some point in early 2001, Defendant Structured Products Corporation (“SPC”) established two New York trusts, Defendants CorTS Trust for Provident Financial Trust I (“CorTS Trust I”) and CorTS Trust II for Provident Financial Trust I (“CorTS Trust II”), for the purpose of disseminating corporate-backed trust securities (“CorTS”) backed by UnumProvi-dent securities. SPC is a Delaware corporation and wholly owned subsidiary of Defendant Salomon Smith Barney Holdings, Inc. (“SSB Holdings”) which in turn is a holding company apparently created by Defendant Salomon Smith Barney, Inc., an international brokerage and investment banking firm with its principal place of business located in New York, New York. None of these entities are affiliated with UnumProvident or any of the individual UnumProvident Defendants. Within the context of this Memorandum, SSB, SSB Holdings, SPC, CorTS Trust I, and CorTS Trust II are collectively referred to as “the SSB Defendants.” Through initial public offerings on or about January 31, 2001, and on or about April 18, 2001, CorTS Trust I and CorTS Trust II certificates were issued and sold to investors. Both trusts’ assets consisted entirely of securities issued in 1998 by a UnumProvident affiliate (Provident Financing Trust I), whose sole assets were in turn debentures issued directly by Un-umProvident. B. The Litigation In late 2002 and early 2003, certain negative information about UnumProvident’s accounting and business practices began to circulate in the public arena, the company’s financial results took a turn for the worse, and the value of many of its securities dropped rather precipitously. On February 12, 2003, Frank W. Knisley filed a putative securities fraud class action lawsuit in this Court on behalf of all purchasers of UnumProvident securities (Case No. l:03-CV-49, Court File No. 1). Four virtually identical lawsuits were filed in this Court in the months and weeks that followed and, on May 21, 2003, the Court consolidated the Knisley action with those suits and renamed the consolidated action In re UnumProvident Corp. Securities Litigation (Case No. l:03-CV-49, Court File No. 50). Meanwhile, on May 8, 2003, Silvio Azzolini filed a putative securities fraud class action lawsuit of his own in the United States District Court for the Southern District of New York on behalf of persons who had purchased the CorTS Trust II certificates (Case No. 1:03-CV-1003, Court File No. 1, Doc. No. I), and, on July 7, 2003, Harriet Bernstein filed a similar lawsuit in the United States District Court for the Eastern District of New York on behalf of purchasers of the CorTS Trust I certificates (Case No. 1:03-CV-1005, Court File No. 1, Doc. No. I). Pursuant to an order entered on October 6, 2003, the JPML transferred these and a number of other putative securities fraud actions to this Court for coordinated and/or consolidated pretrial proceedings. Following the conclusion of proceedings before the JPML, various entities filed competing motions pursuant to the Private Securities Litigation Reform Act of 1995 (“PSLRA”) 15 U.S.C. § 78u-4 et seq., seeking to be named lead plaintiff in the consolidated In re UnumProvident Corp. Securities Litigation. On November 6, 2003, the Court selected Glickenhaus & Company (hereinafter “Glickenhaus”) for this role and approved its selection of lead counsel (Case No. l:03-CV-49, Court File Nos. 76, 77). The Court later consolidated a sixth putative securities fraud class action, Martin v. UnumProvident Corp., et al., Case No. L03-CV-162, which had originally been filed in the Southern District of New York but was transferred to this Court prior to the conclusion of the proceedings before the JPML (see Case No. L03-MD-1552, Court File No. 34). Additionally, the Court consolidated the Azzoli-ni action with two other putative securities fraud class actions brought by purchasers of CorTS Trust II certificates, but elected not to consolidate those actions with either the Bernstein action or the six actions consolidated into In re UnumProvident Corp. Securities Litigation (see Azzolini Court File Nos. 9,10). Glickenhaus filed a “Consolidated Complaint for Violation of the Federal Securities Laws” on January 9, 2004 (Case No. l:03-CV-49, Court File No. 83, hereinafter “Glickenhaus Complaint”), and, on March 19, 2004, the Azzo-lini plaintiffs filed a consolidated amended complaint (Azzolini Court File No. 11, hereinafter ‘Azzolini Complaint”) and Bernstein filed an amended complaint (Bernstein Court File No. 18, hereinafter “Bernstein Complaint”). C. The Glickenhaus Allegations Glickenhaus seeks to represent itself and a putative class of “all persons who [ ] purchased any UnumProvident publicly-traded securities on the open market during the period March 30, 2000 through April 24, 2003 (the ‘Class Period’)” excluding all “directors and officers of UnumPro-vident and their families and affiliates” (Glickenhaus Complaint at ¶229). The Glickenhaus Complaint asserts causes of action against the UnumProvident Defendants for violations of (1) § 10(b) of the Securities Exchange Act of 1934 (“1934 Act”) and Rule 10b-5 promulgated thereunder (id. at ¶¶ 235-39), and (2) § 20(a) of the 1934 Act (id. at ¶¶ 240-41). The Glick-enhaus Complaint is 149 pages in length and contains 241 numbered paragraphs. It is organized and structured topically as follows: Nature of the Action (¶¶ 1-10); Jurisdiction and Venue (¶¶ 11-12); The Parties (¶¶ 13-23); Background to the Fraudulent Scheme (¶¶ 24-33); Defendants’ Illegal Manipulation of Reserves by Denying and Terminating Legitimate Claims (¶¶ 34-66); The Truth Comes to Light (¶¶ 67-72); Additional Facts Supporting a Strong Inference of Scienter (¶¶ 73-88); UnumProvident’s False Financial Reporting During the Class Period (¶¶ 89-92); UnumProvident Failed to Provide Adequate Claims Reserves (¶¶ 93-101); UnumProvident Failed to Provide Full and Adequate Disclosures Concerning its Claims Manipulations (¶¶ 102-04); Un-umProvident Failed to Properly Account for the Non-Temporary Impairment of its Investments (¶¶ 105-18); UnumProvident Made Misleading Statements Regarding its Investments (¶¶ 119-26); UnumProvi-dent’s Restatement is an Admission of Falsity (¶¶ 127-30); False and Misleading Statements. During the Class Period (¶¶ 131-228); Plaintiffs Class Action Allegations (¶¶ 229-34); First Claim for Relief (¶¶ 235-39); Second Claim for Relief (¶¶ 240-41); Prayer; and Jury Demand. According to the Glickenhaus Complaint, the Defendants participated in a fraudulent scheme to manipulate UnumProvi-dent’s financial results by improperly denying or terminating disability claims. Glickenhaus alleges the Defendants did this for the purposes of permitting the company to consistently meet earnings projections, enabling the company to maintain its high debt and bond ratings and raise “desperately needed capital,” maintaining the company’s high rating and competitiveness in the disability and life insurance markets from which it derived the vast majority of its revenue, and personally enriching themselves (see Glicken-haus Complaint at ¶ 1). The Glickenhaus Complaint generally alleges the Defendants were under great pressure from analysts and shareholders to resuscitate the company and its stock price following three straight quarters of unexpectedly disappointing results in the wake of the June 30, 1999, merger of Unum and Provident (id. at ¶¶ 2-7, 24-33, 73-76). Glickenhaus claims that as a result of this pressure Defendants set upon a course of disseminating “highly positive but false statements” about the company’s financial condition and future plans for growth while at the same time engaging in a scheme to deny and terminate legitimate but expensive disability insurance claims in oi'der to free up claims reserves (id. at ¶¶ 7-8). Glickenhaus claims this scheme had been originally developed by Provident executives in or about 1995 and was implemented company-wide following the merger with Unum (id. at ¶ 38-56). According to the Glickenhaus Complaint, Defendants implemented claims procedures specifically designed to produce as many claim “terminations” or “resolutions” (ie., denials) as possible by, in part, direct targeting of specific individual claims or classes of claims for denial, undocumented “roundtable meetings” of senior executives, the creation of “hit lists” of potentially expensive claims, the setting of denial target objectives, withholding benefit information from claimants, and using biased physician examiners (id. at ¶¶ 38-66). In addition, the Glickenhaus Complaint alleges Defendants improperly accounted for losses to the company’s below-investment-grade (ie., “junk”) securities (id. at ¶¶ 9, 68-69, 105-18). In the “False and Misleading Statements During the Class Period” section of its consolidated complaint, Glickenhaus cites and quotes a number of statements made by Defendants in SEC filings, offering materials, annual reports to shareholders, press releases, media interviews, and presentations (id. at ¶¶ 131, 133, 135, 138, 141, 144-45, 147, 150-51, 156, 158, 161-64, 166-67, 171, 175-77, 179, 181-82, 185, 189-90, 192-94, 196-98, 200-03, 205, 209, 212, 214, 217, 220). The Glickenhaus Complaint lists these statements in chronological order interspersed with allegations regarding fluctuations in UnumProvident’s stock price (id. at ¶¶ 132, 134, 136, 173, 213) and quotes from a host of analyst reports (id. at ¶¶ 137-40, 142, 146-48, 152-54, 156-57, 159-60, 163-64, 168-70, 172, 175-77, 180, 182-83, 186-88, 190, 194, 200-01, 206-08, 210, 215-16, 218, 220). Glick-enhaus does not contemporaneously explain why each particular statement is false or misleading, but instead organizes allegations regarding statements, analyst reports, and stock prices into groups and then, in a separate paragraph, alleges why each group of statements was false or misleading (id. at ¶¶ 134, 143, 149, 155, 165, 174, 178, 184, 191, 195, 199, 204, 211, 219, 221). All fifteen of these falsity allegation paragraphs are composed of four subpara-graphs numbered (a) through (d). Each subparagraph alleges the falsity of the preceding statements with respect to a particular class of information (e.g., claims of turning the company around by legitimate means, representations regarding reserves and claims handling practices, representations regarding investments and net income, and financial statements). Other than some variations in the language and examples employed in subpara-graph (a), the fifteen falsity allegation sections are substantially identical. Glickenhaus further alleges that in March and April 2003, after Defendants’ activities had begun to come to light through individual lawsuits, state regulatory investigations, media reports, and an inquiry by the Securities and Exchange Commission (“SEC”), UnumProvident restated certain of its financial information for the fiscal years 2000 through 2002 (id. at ¶¶ 67-71). Glickenhaus alleges Defendants’ activities caused the company’s' financial statements to understate expenses and liabilities and overstate income, caused the company’s securities to trade at artificially inflated levels, and enabled the company to issue and sell billions of dollars worth of debt and securities to an investing public that would have had little interest had the truth of the company’s financial condition been known (id. at ¶¶ 10, 72, 83, 89-101). D. The Azzolini and Bernstein Allegations The Azzolini plaintiffs seek to represent themselves and a putative class of “all persons who purchased the Unum-Backed Certificates during the Class Period (March 21, 2001 — March 24, 2003) and who were damaged thereby” (Azzolini Complaint at ¶ 196) asserting, inter alia, causes of action against Defendants UnumProvi-dent, Chandler, and Greving under § 10(b) of the 1934 Act and Rule 10b-5 promulgated thereunder (id. at ¶¶ 205-16) and against Defendants Chandler and Greving under § 20(a) of the 1934 Act (id. at ¶¶ 217-20). and (3) The Azzolni Complaint is 84 pages in length and contains 237 numbered paragraphs. It is organized and structured topically as follows: Nature of the Action (¶¶ 1-13); Jurisdiction and Venue (¶¶ 14-16); Parties (¶¶ 17-27); Substantive Allegations (¶¶ 28-43); UnumPro-vident’s Misconduct (¶¶ 44-89); False and Misleading Statements During the Class Period (¶¶ 90-125); The Truth Emerges (¶¶ 126-43); UnumProvident Defendants’ Scienter (¶¶ 144-60); Material Misrepresentations and Omissions in the CorTS II Prospectus (¶¶ 161-95); Class Action Allegations (¶¶ 196-201); Applicability of Presumption of Reliance: Fraud-on-the-Market Doctrine (¶¶ 202-03); No Safe Harbor (¶ 204); First Claim for Relief (¶¶ 205-16); Second Claim for Relief (¶¶ 217-20); Third Claim for Relief (¶¶ 221-36); and Prayer for Relief (¶ 237). Bernstein seeks to represent herself and a putative class “consisting of all those who purchased or otherwise acquired CorTS Certificates pursuant or traceable to an initial public offering on or about January 31, 2001 through March 24, 2003, inclusive (the ‘Class Period’) and who were damaged thereby” (Bernstein Complaint at ¶ 34) asserting, inter alia, causes of action against Defendants UnumProvident, Chandler, and Greving under § 10(b) of the 1934 Act and Rule 10b-5 promulgated thereunder (id. at ¶¶ 205-15) and against Defendants Chandler and Greving under § 20(a) of the 1934 Act (id. at ¶¶ 216-19). The Bernstein Complaint is 89 pages in length and contains 219 numbered paragraphs. It is organized and structured topically as follows: Nature of the Action (¶¶ 1-15); Jurisdiction and Venue (¶¶ 16-19); Parties (¶¶ 20-33); Plaintiffs Class Action Allegations (¶¶ 34-39); Substantive Allegations: The CorTS I IPO (¶¶ 40-51); Substantive Allegations: UnumProvident’s Fraud (¶¶ 52-139); Substantive Allegations: Scienter Allegations with Respect to Defendant UnumProvident (¶¶ 140-57); Substantive Allegations: Violations by SSB and SPC (¶¶ 158-89); Count I (¶¶ 190-96); Count II (¶¶ 197-201); Count III (¶¶ 202-04); Count IV (¶¶ 205-15); Count V (¶¶ 216-19); and Jury Trial Demanded. The Azzolini and Bernstein complaints contain largely identical allegations Defendants “issued and/or failed to correct false and misleading public statements and filings concerning the Company’s financial performance during the Class Period” (Az-zolini Complaint at ¶ 2; Bernstein Complaint at ¶ 2), specifically by “failing] to disclose that the [company’s] allegedly positive performance was the result of a pervasive and fraudulent scheme to deny and terminate expensive disability insurance claims” (id. at ¶ 6) and “failing] to timely record losses on many of its below-investment-grade securities” (id. at ¶ 8). Both sets of allegations claim these actions and Defendants’ failure to disclose them resulted in material overstatements of the company’s income (id. at ¶¶ 7, 9) and caused the company’s securities “to trade at artificially inflated levels throughout the Class Period” (id. at ¶ 10). Both complaints then proceed to allege the details of a deliberate company-wide scheme to deny and/or terminate legitimate disability claims in order to inflate UnumProvident’s financial results, generally tracking the allegations in the Glickenhaus Complaint and referencing the same documents and events (Azzolini Complaint at ¶¶ 44-71, 79-88; Bernstein Complaint at ¶¶ 52-84, 98). Both complaints also allege the details of Defendants’ failure to comply with generally accepted accounting principles (“GAAP”) in accounting for impairments to its investments in below-investment-grade securities (Azzolini Complaint at ¶¶ 72-78, 89; Bernstein Complaint at ¶¶ 85-98). Both complaints employ a similar pleading method as the Glickenhaus Complaint by chronologically grouping public statements made by Defendants and quotes from analyst reports and then in a single falsity allegation paragraph explain why the preceding group of statements was false or misleading (Azzolini Complaint at ¶¶ 90-125; Bernstein Complaint at ¶¶ 99-130). III. STANDARD OF REVIEW At this early stage of the litigation, the Court is not called upon to determine the merits of the plaintiffs’ cases, but simply to test the sufficiency of the allegations contained within their complaints. A motion to dismiss pursuant to Rule 12(b)(6) requires the Court to construe the complaint in the light most favorable to the plaintiff, Bloch v. Ribar, 156 F.3d 673, 677 (6th Cir.1998); State of Ohio ex rel. Fisher v. Louis Trauth Dairy, Inc., 856 F.Supp. 1229, 1232 (S.D.Ohio 1994), accept all the complaint’s factual allegations as true, Bloch, 156 F.3d at 677; Broyde v. Gotham Tower, Inc., 13 F.3d 994, 996 (6th Cir.1994), and determine whether “it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief.” Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct. 99, 101-02, 2 L.Ed.2d 80 (1957); see also Ziegler v. IBP Hog MU., Inc., 249 F.3d 509, 511-12 (6th Cir.2001); Coffey v. Chattanooga-Hamilton County Hosp. Auth., 932 F.Supp. 1023, 1024 (E.D.Tenn.1996). The Court may not grant such a motion to dismiss based upon a disbelief of a complaint’s factual allegations. Miller v. Currie, 50 F.3d 373, 377 (6th Cir.1995) (noting that courts should neither weigh evidence nor evaluate the credibility of witnesses); Lawler v. Marshall, 898 F.2d 1196, 1199 (6th Cir.1990). Rather, the Court must liberally construe the complaint in favor of the party opposing the motion and may dismiss the case only where no set of facts could be proved consistent with the allegations which would entitle the plaintiff to a recovery. Hishon v. Spalding, 467 U.S. 69, 73, 104 S.Ct. 2229, 2232, 81 L.Ed.2d 59 (1984); Miller, 50 F.3d at 377. In deciding a motion to dismiss, the question is “not whether [the] plaintiff will ultimately prevail but whether the claimant is entitled to offer evidence to support the claims.” Scheuer v. Rhodes, 416 U.S. 232, 236, 94 S.Ct. 1683, 1686, 40 L.Ed.2d 90 (1974); see also Swierkiewicz v. Sorema N.A., 534 U.S. 506, 511, 122 S.Ct. 992, 997, 152 L.Ed.2d 1 (2002). However, bare assertions of legal conclusions are insufficient. Scheid v. Fanny Farmer Candy Shops, Inc., 859 F.2d 434, 436 (6th Cir. 1988). The “complaint must contain either direct or inferential allegations respecting all the material elements to sustain a recovery under some viable legal theory.” Id. (emphasis in original). The Court must ordinarily look to the four corners of the complaint. However, if documents are attached to, incorporated by, or specifically referred to in the complaint, they are considered part of the complaint and the Court may consider them. See Weiner v. Klais & Co., Inc., 108 F.3d 86, 89 (6th Cir.1997); Venture Assocs. Corp. v. Zenith Data Sys. Corp., 987 F.2d 429, 431 (7th Cir.1993). In addition, the Court may also consider matters outside the complaint of which it would be proper to take judicial notice. New England Health Care Employees Pension Fund v. Ernst & Young, LLP, 336 F.3d 495, 501 (6th Cir.2003); Jackson v. City of Columbus, 194 F.3d 737, 745 (6th Cir. 1999). IV. IN RE UNUMPROVIDENT CORP. SECURITIES LITIGATION (l:03-CV-49) Now pending before the Court in the consolidated In re UnumProvident Corp. Securities Litigation action are “The Un-umProvident Defendants’ Motion to Dismiss the Consolidated Amended Complaint” (Court File No. 107) and the “Motion of Defendant Harold Chandler to Dismiss the Consolidated Amended Complaint” (Court File No. 108). Both motions are brought pursuant to Federal Rules of Civil Procedure 9(b) and 12(b)(6). In ruling on these two motions, the Court has considered the supporting memorandum filed by Defendants (Court File No. 109), Glickenhaus’ memorandum in opposition (Court File No. 117), Defendants’ reply briefs (Court File Nos. 122, 124), and assorted notices of recent developments and/or supplemental authority, declarations in support, and responses or objections to the notices and declarations in support submitted by both parties (Court File Nos. 129, 130, 132, 138, 139, 140, 143, 144, 145). Glickenhaus has also filed a motion to strike certain of the appendices to Defendants’ motions accompanied by a supporting memorandum (Court File No. 115, 116) to which Defendants have responded in opposition (Court File No. 121) and Glickenhaus has filed a reply (Court File No. 126). Further, Glickenhaus has filed a motion for judicial notice (Court File No. 118) and Defendants have filed a motion for oral argument (Court File No. 131). In their motions to dismiss, Defendants offer four distinct arguments in support of dismissal: (1) Glickenhaus’ claims are barred by the statute of limitations to the extent they are predicated upon an alleged company “policy” of denying disability claims which led to a misstatement of Un-umProvident’s financial condition; (2) the consolidated complaint fails to allege specific facts demonstrating a strong inference of fraudulent intent as required by the heightened pleading standards of the PSLRA; (3) the consolidated complaint fails to adequately plead the existence of any actionable material misstatement or omission as required by the PSLRA and Federal Rule of Civil Procedure 9(b); and (4) the consolidated complaint fails to adequately allege causation (see generally Court File No. 107). The Court will address each of these arguments in turn, but first the Court will address the preliminary issues surrounding certain documents offered by the parties in support of their respective positions. Because the Court finds oral argument unnecessary, the Court will DENY Defendants’ motion requesting such (Court File No. 131). For the following reasons, the Court will GRANT IN PART and DENY IN PART Glickenhaus’ motion to strike (Court File No. 115), GRANT Glickenhaus’ motion for judicial notice (Court File No. 118), and GRANT IN PART and DENY IN PART Defendants’ motions to dismiss (Court File Nos. 107,108). A. Requests for Judicial Notice and Motion to Strike The parties are not in agreement as to what materials outside the consolidated complaint the Court may properly consider in ruling on Defendants’ motions to dismiss. Defendants have attached a total of thirty-four appendices to the briefs in support of their motion to dismiss (see Court File Nos. 109, 122) and generally request the Court take judicial notice of these documents (Court File No. 109, p. 8 n. 8). Glickenhaus has filed a motion to strike certain of the documents proffered by Defendants arguing they are not properly subject to judicial notice (Court File No. 115) and has filed a separate motion requesting the Court take judicial notice of an additional document (Court File No. 118). Since all of these matters relate to the general issue of what documents outside the pleadings may be considered by the Court in ruling upon a Rule 12(b)(6) motion, the Court will address them first before proceeding to the substantive merits of the motions to dismiss. As stated previously, the general rule is that courts are prohibited from considering matters outside the pleadings in ruling on a motion to dismiss and must confine their analysis to the four corners of the complaint. See Weiner, 108 F.3d at 88-89. Courts may, however, also consider other materials that are integral to the complaint, matters of public record, or otherwise appropriate for the taking of judicial notice under Federal Rule of Evidence 201. Bovee v. Coopers & Lybrand C.P.A., 272 F.3d 356, 360-61 (6th Cir.2001). The Federal Rules of Evidence permit the Court to take judicial notice of facts that are “not subject to reasonable dispute in that [they are] either (1) generally known within the territorial jurisdiction of the trial court or (2) capable of accurate and ready determination by resort to sources whose accuracy cannot reasonably be questioned.” Fed.R.Evid. 201(b). A district court must take judicial notice “if requested by a party and supplied with the necessary information,” Fed.R.Evid. 201(d), and such notice may be taken “at any stage of the proceeding.” Fed.R.Evid. 201(f). The parties have asked the Court to take judicial notice of a host of documents in ruling upon the motions to dismiss. With respect to most of these documents, there does not appear to be any dispute as to the propriety of the Court’s taking judicial notice of the documents. Specifically, there appears to be no objection to the Court taking judicial notice of the documents attached as Appendices A and C through T filed in conjunction with Defendants’ motions to dismiss (Court File Nos. Ill, 112), Appendices BB through HH attached to Defendants’ reply brief (Court File No. 122), and the document proffered by Glickenhaus along with its motion for judicial notice (Court File No. 118, Attch. 2, Exh. 1). These documents include pleadings and/or orders from previous litigations in a variety of other jurisdictions (Court File No. Ill, Apps. A & C; Court File No. 118, Attch. 2, Exh. 1; Court File No. 122, Apps. BB-HH) and assorted UnumProvident SEC filings from 1999 through 2003 (Court File No. Ill, Apps. D-I; Court File No. 112, Apps. JT). Upon request of the respective proffering parties and in the absence of any objection, the Court will take judicial notice of these documents pursuant to Fed. R.Evid. 201. See Lyons v. Stovall, 188 F.3d 327, 332 n. 3 (6th Cir.1999) (“it is well-settled that ‘[flederal courts may take judicial notice of proceedings in other courts of record’ ”); Bryant v. Avado Brands, Inc., 187 F.3d 1271, 1275-81(11th Cir.1999) (approving practice of judicially noticing public disclosure documents filed with SEC). Accordingly, the Court will GRANT Glickenhaus’s motion for judicial notice (Court File No. 118). However, the Court is careful to note it is only taking judicial notice of the existence of these documents and the specific statements and/or allegations contained within the documents. It would be improper for the Court to rely upon these documents to determine disputed factual issues and by taking judicial notice of these documents at this time the Court in no way intends to make any determination as to the truth of any of the facts alleged or otherwise asserted in the documents themselves. The parties are not in agreement, however, with respect to the propriety of the Court giving consideration to the remaining documents proffered by Defendants. Gliekenhaus asks the Court to strike certain of the appendices to Defendants’ motions to dismiss and references to those materials within the supporting memorandum of law (see Court File No. 115). Gliekenhaus contends these materials constitute documents outside its consolidated complaint which are not otherwise subject to judicial notice and, therefore, are not properly relied upon in advancing a Rule 12(b)(6) motion to dismiss (Court File No. 116, pp. 1-2). The complained of appendices consist of a number of press releases from the fall of 1999 regarding previous putative class action lawsuits filed against UnumProvident (Court File No. Ill, App. B) and seven SEC Forms F-4 and F-5 filed by various of the individual named defendants from December 2001 through June 2003 (Court File No. 112, Apps. U, V, W, X, Y, Z, & AA). The Court will address each group of documents in turn. The press releases which comprise Appendix B are not relied upon or referred to in the Gliekenhaus Complaint and Defendants do not appear to contend they are integral to the statements and/or allegations contained in the Complaint. Accordingly, the Court may only consider them if it concludes they are public records or are otherwise appropriate for judicial notice. The press releases contained within Appendix B are of the standard sort which 15 U.S.C. § 78u-4(a)(3)(A)(i) requires plaintiffs publish on national news wires after filing a putative securities fraud class action. These particular press releases are dated from September 30 through November 29, 1999, and provide notice of a number of similar securities fraud class actions filed against UnumProvident shortly after the June 30 merger, some of which alleged, inter alia, Provident had derived a “material portion of its income from a course of business operations that was based on denying valid disability insurance claims” (see, e.g., Court File No. 111, App. B, p. 3). In ruling on Rule 12(b)(6) motions in securities fraud actions courts can and have taken judicial notice of information that was publicly available to reasonable investors at the time the defendant made the allegedly false statements. See Phillips v. LCI Int’l, Inc., 190 F.3d 609, 617 (4th Cir.1999); In re Copper Mountain Secs. Litig., 311 F.Supp.2d 857, 864 (N.D.Cal.2004); In re First Union Corp. Secs. Litig., 128 F.Supp.2d 871, 883 (W.D.N.C.2001). While each of these cases dealt with the propriety of considering press releases or other publicly available information disseminated by the defendants themselves in determining whether those defendants’ public statements were facially misleading, the Court sees no reason why information disseminated by third parties which might have put Gliekenhaus on notice of the alleged violation should not be considered in the context of a statute of limitations argument. Both the fact and content of the press releases are capable of accurate and ready determination by resort to sources whose accuracy cannot reasonably be questioned (ie., LexisNexis) and Glicken-haus does not appear to dispute the genuineness of any of the press releases proffered by Defendants. To the extent Gliekenhaus contends the press releases are not sufficiently accurate to be subject to judicial notice on the basis they are unauthenticated hearsay (Court File No. 116, pp. 6-7), the Court notes printed materials purporting to be newspapers or periodicals are self-authenticating under Rule 902(6). See Woolsey v. Nat’l Transp. Safety Bd., 993 F.2d 516, 520-21 (5th Cir. 1993) (holding magazine articles and self-promoting statements issued through press-kit and advertisements were self-authenticating under Rule 902). Accordingly, the Court will DENY Glickenhaus’s motion to strike (Court File No. 115) with respect to the press releases comprising Appendix B to Defendants’ motions to dismiss. Defendants additionally offer seven SEC Forms F-4 and F-5 (Court File No. 112, Apps. U, V, W, X, Y, Z, & AA) to show Defendants generally increased their holdings of UnumProvident stock during the Class Period, thus rebutting Glickenhaus’s allegations Defendants’ actions were motivated by a desire for personal enrichment. Glickenhaus contends these documents should be stricken because they are not integral to the consolidated complaint and are not otherwise subject to judicial notice (Court File No. 116, pp. 7-10). Defendants contend they are indeed integral to the consolidated complaint in light of Glickenhaus’s allegations regarding Defendants’ stock holdings and stock-based compensation (see Glickenhaus Complaint at ¶¶ 84-89) and, in any event, they are public disclosure documents required by law which may be judicially noticed (Court File No. 121, pp. 5-7). Irrespective of whether these SEC disclosure forms are integral to the allegations in the consolidated complaint, they are undoubtedly subject to judicial notice under Fed.R.Evid. 201. See Jackson, 194 F.3d at 745 (stating that in addition to documents referred to in plaintiffs complaint and central to plaintiffs claims, “[cjourts may also consider public records, matters of which a court may take judicial notice, and letter decisions of governmental agencies”) (emphasis added); see also Bryant, 187 F.3d at 1275-81 (holding courts may take judicial notice of public SEC filings); Cortee Indus., Inc. v. Sum Holding LP, 949 F.2d 42, 47 (2d Cir.1991) (holding publicly filed SEC documents may be judicially noticed under Fed.R.Evid. 201). Glickenhaus nevertheless opposes Defendants’ request for judicial notice on the basis the SEC forms are being offered to prove the truth of the matters asserted therein (Court File No. 116, pp. 9-10). Glickenhaus claims Defendants are seeking to offer the documents as proof of their state of mind and because this issue is hotly contested, judicial notice is improper. Although this may be the ultimate point, the direct purpose for which Defendants are offering the forms is one step removed. Defendants have offered the SEC forms to prove they personally acquired substantial amounts of UnumProvident stock during the Class Period. Glickenhaus does not dispute this factual assertion, though it does note the forms omit certain details which might be relevant. Nevertheless, that the occurrence of the stock transactions is undisputed does not change the fact Defendants are offering the SEC forms for the truth of the matter asserted (ie., the occurrence of the transactions disclosed therein). Thus, while the Court could consider the SEC forms for the purpose of determining what disclosures were or were not made, the Court cannot consider them as proof of the actual activities or transactions which they purport to disclose. See Bryant, 187 F.3d at 1278 (making clear judicial notice is “for the purpose of determining what statements the documents contain and not to prove the truth of the documents’ contents”); Lovelace v. Software Spectrum, Inc., 78 F.3d 1015, 1018 (5th Cir.1996) (noting that although court may take judicial notice of documents filed with the SEC, “[s]uch documents should be considered only for the purpose of determining what statements the documents contain, not to prove the truth of the documents’ contents”); Hennessy v. Penñl Datacomm Nettvorks, Inc., 69 F.3d 1344, 1354-55 (7th Cir.1995) (holding district court properly refused to take judicial notice of Form 10-K to decide facts in dispute). Defendants claim the SEC forms are not offered to refute any specific allegation in the Glickenhaus Complaint, but simply to “provide context for the allegations of the Complaint to assist the Court in determining whether the selected snippets of facts taken by Plaintiff from public documents, in context, meets Plaintiffs burden of demonstrating a strong inference of scienter” (Court File No. 121, p. 7). Thus, according to Defendants, “the ‘usual rules for considering 12(b)(6) motions are ... bent to permit consideration of an allegedly fraudulent statement in context’ ” id. (quoting Harris v. Ivax Corp., 182 F.3d 799, 802 n. 2 (11th Cir.1999)). However, in the case quoted by Defendants, the United States Court of Appeals for the Eleventh Circuit found it appropriate to consider the full text of a press release which the court deemed “central to the complaint” noting such was permitted by the ease law and quite possibly compelled by the PSLRA’s command district courts consider not only “any statement cited in the complaint” but also “any cautionary statement accompanying the forward-looking statement, which are [sic] not subject to material dispute, cited by the defendant.” Harris, 182 F.3d at 802 n. 2; see also 15 U.S.C. § 78u-5(e). By contrast, here Defendants are not asking the Court to consider the entirety of their statements and/or disclosures in determining whether those disclosures were materially misleading; instead, they are asking the Court to take judicial notice of certain facts and use those facts to diminish whatever inference of scienter might be supported by Glickenhaus’s allegations. Absent a specific statutory command to the contrary, the Court cannot do this without converting Defendants’ motion into one for summary judgment. Although the PSLRA imposes heightened pleading requirements in securities cases and limits the scope of inferences to which plaintiffs are typically entitled in the face of a Rule 12(b)(6) motion, it does not convert such a motion into some sort of a preliminary summary judgment motion in which the parties compare their respective collections of supporting facts and inferences. To the extent either of the district court cases cited by Defendants suggest otherwise, the Court must respectfully be in disagreement. See In re Keithley Instruments, Inc. Secs. Litig., 268 F.Supp.2d 887, 902-03 & n. 10 (N.D.Ohio 2002) (taking judicial notice of public records of stock sales by defendant which affirmatively negated inference of scienter plaintiff had sought to draw from allegations of insider trading, allegations which were already weak and incomplete when considered in isolation); Campbell v. Lexmark Int'l Inc., 234 F.Supp.2d 680, 686-87 (E.D.Ky.2002) (considering details of stock transactions provided by defendants as painting the “rest of the picture” and concluding larger context “gives rise to competing inferences that, on balance, envelop plaintiffs own inferences of scienter”). Accordingly, the Court will GRANT Glick-enhaus’s motion to strike (Court File No. 115) with respect to Appendices U, Y, W, X, Y, Z, and AA to.Defendants’ memorandum in support of their -motion to dismiss. B. Statute of Limitations Defendants first contend the Glick-enhaus Complaint is barred by the statute of limitations since Glickenhaus and/or the class should have been on notice of any improper claims handling practices at Un-umProvident no later than the fall and winter of 1999, more than three years before the first of the instant consolidated actions was filed on February 12, 2008 (Court File No. 109, pp. 6-11). As an initial matter, the Court notes Defendants’ statute of limitations arguments make no reference whatsoever to Glickenhaus’s allegations regarding improper accounting for investments at UnumProvident. Consequently, the Court interprets Defendants’ motion as seeking dismissal of the Glicken-haus Complaint on statute of limitations grounds only to the extent the claims asserted in the Complaint are premised upon alleged misstatements, misrepresentations, or omissions related to UnumProvident’s claims processing procedures. Due to action taken by Congress in the middle of the Class Period, articulating the statute of limitations applicable to this ease is a somewhat more difficult undertaking than is typical. Previous to the commencement of the Class Period, the law required a cause of action for securities fraud under § 10(b) of the Exchange Act and Rule 10b-5 be brought within one (1) year of “discovery of the facts constituting the violation” and, in any event, within three (3) years of the violation itself. See 15 U.S.C. § 78i(e); Lampf, Pleva, Lipkind, Prupis & Petigrow v. Gilbertson, 501 U.S. 350, 364, 111 S.Ct. 2773, 2782, 115 L.Ed.2d 321 (1991); New England Health Care Employees Pension Fund v. Ernst & Young, LLP, 336 F.3d 495, 499 (6th Cir.2003). However, as part of the Sarbanes-Oxley Act, Congress expanded the time for bringing such actions to the shorter of two (2) years from discovery or five (5) years from the violation. See 28 U.S.C. § 1658(b). This change became effective July 30, 2002, and does not apply retroactively to claims which had expired by that date under the old limitations period. In re Enter. Mortgage Acceptance Co. Secs. Litig., 391 F.3d 401, 406-10 (2d Cir.2004); see also Foss v. Bear, Stearns & Co., Inc., 394 F.3d 540, 542 (7th Cir.2005) (adopting Second Circuit’s reasoning without further comment). As noted previously, the first' of the instant consolidated actions was filed on February 12, 2003, thus in light of the two aforementioned statute of limitations rules, Glickenhaus’s claims are barred if the facts constituting the alleged violation were discovered at any time prior to July 30, 2001. Discovery occurs when a potential plaintiff has either actual or inquiry notice of a violation. New England, 336 F.3d at 500-01; Kauthar SDN BHD v. Sternberg, 149 F.3d 659, 670 (7th Cir.1998). A plaintiff has inquiry (i.e., constructive) notice when the plaintiff should have, in the exercise of reasonable diligence, discovered the facts underlying the alleged fraud. New England, 336 F.3d at 501. At least in the United States Court of Appeals for the Sixth Circuit (“Sixth Circuit”), mere knowledge of suspicious facts or “storm clouds” does nothing more than trigger a duty to investigate, and the limitations period begins to run “only when a reasonably diligent investigation would have discovered the fraud.” Id.; but see Theoharous, 256 F.3d at 1228 (defining “inquiry notice” as “knowledge of facts that would lead a reasonable person to begin investigating the possibility that his legal rights had been infringed”) (emphasis added). Defendants contend Glickenhaus was placed on inquiry notice by late 1999 based upon allegations raised in five putative securities fraud class actions filed in Maine and New York in 1999, the publicity surrounding those lawsuits, and UnumProvi-dent’s public disclosure of information about those suits in its SEC filings. Defendants specifically point to the allegations made by the plaintiff in Bennett v. UnumProvident Corp., et al. (No. 99-CV-316-PC, D.Me.), a putative securities fraud class action lawsuit filed on October 7, 1999, shortly after the merger between Unum and Provident. The plaintiff in Bennett, who was represented by the same law firm which now serves as lead counsel in the instant consolidated action, specifically alleged “Provident misrepresented its financial condition and failed to disclose adverse trends by engaging in a scheme to improperly deny disability claims made by its insureds in order to materially overstate profits” (Court File No. Ill, App. A ¶ 26) and Provident was violating state law and “deriving a significant and material portion of its income from a course of business operations that was based on denying valid disability insurance claims” (id. at ¶ 103). The Bennett complaint additionally cited to a civil action filed by Provident policyholders in California alleging Provident deliberately sought to inflate its profits “by reducing claim payments [primarily to] high end holders of its disability policies” and did so by setting denial targets in the form of “net termination ratio” goals, developing a list of biased physicians, instructing staff to avoid putting things in writing, shredding papers, and holding “roundtable meetings” to find ways to “target, terminate and deny claims” (id. at ¶¶ 29-31). In addition, Defendants have provided the Court with more than seventy press releases published on national news wires from September 30 through November 29, 1999, providing notice of the Bennett action and other similar securities fraud class actions. Some, but not all, of these press releases specifically state the lawsuit alleges Provident was “understating reserves for disability insurance claims” and derived a “material portion of its income from a course of business operations that was based on denying valid disability insurance claims” (see Court File No. Ill, App. B). In addition, Defendants claim the existence and nature of these lawsuits were disclosed in its SEC filings beginning with its September 1999 Form 10-Q and continuing through the 2001 fiscal year (see Court File No. Ill, Apps. C-I; Court File No. 112, J-O). Finally, Defendants have provided a copy of the California state court complaint (United Policyholders v. Provident Life & Accident Ins. Co., Alameda County (Cal.) Sup.Ct.) referenced in the Bennett complaint wherein the plaintiffs alleged Provident had engaged in unfair business practices with respect to its “own occupation” disability policies by developing “deliberate plans to increase profits by reducing claim payments” irrespective of their merits (Court File No. 122, App. BB, n 14-17). Glickenhaus initially insists the question of whether and when it was on “inquiry notice” is a fact issue which cannot be resolved on a motion to dismiss (Court File No. 117, pp. 37-38). Although the question of whether and when a particular plaintiff is deemed to have been placed on inquiry notice of the existence of fraud is typically a factual determination inappropriate for resolution on a motion to dismiss, courts can and have granted Rule 12(b)(6) motions on statute of limitations grounds where the complaint, all papers integral to the complaint, and any other materials which are public records or are otherwise appropriate for the taking of judicial notice affirmatively demonstrate the plaintiff can prove no set of facts under which he should not have known of the fraud at some time outside the limitations period. See New England, 336 F.3d at 501; Marks v. CDW Computer Centers, Inc., 122 F.3d 363, 367 (7th Cir.1997); Dodds v. Cigna Secs., Inc., 12 F.3d 346, 352 n. 3 (2d Cir.1993). With this high standard in mind, the Court will proceed to consider the merits of Defendants’ argument and determine whether the consolidated complaint and the materials proffered by the parties operated to place Gliekenhaus on inquiry notice as a matter of law on or before July 30, 2001. Defendants claim allegations Provident employed a policy of denying legitimate claims resulting in an understatement of reserves and an overstatement of profits were “a matter of public record since at least 1999”; therefore, since UnumProvi-dent quite clearly disclosed its intention to adopt Provident’s claims handling and reserve calculation methods following the merger (see Gliekenhaus Complaint at ¶¶ 32, 52), Gliekenhaus was on inquiry notice of the company’s practices and their potential effect on its financial condition. Gliekenhaus contends the Bennett action cited prominently by Defendants was insufficient to put it on inquiry notice because that complaint involved completely different allegations of fraud related to the 1999 merger of Unum and Provident, made “only passing reference” to allegations of fraudulent claims practices, and, in any event, Defendants’ denials and reassurances tempered any “storm warnings” the litigation may have created (Court File No. 117, pp. 36-43). The Gliekenhaus Complaint specifically alleges Defendants’ scheme to overstate income by terminating legitimate claims so as to move their corresponding reserves off the books was developed at Provident “[bjeginning in late 1994”' (Gliekenhaus Complaint at ¶ 35), the scheme was implemented, monitored, and refined over the ensuing years {id. at ¶¶ 35-51), and was implemented company-wide following the June 1999 merger with Unum {id. at ¶¶ 52, 54-66). Thus, Glicken-haus concedes the alleged fraud was in existence as early as 1994, but maintains the facts surrounding this scheme had not been sufficiently brought to light so as to commence the running of the statute of limitations until the publication of various media reports in the fall of 2002. Despite Glickenhaus’s protestations to the contrary, the Bennett and United Policyholders complaints clearly present allegations .of the sort of fraudulent claims handling practices upon which Glicken-haus’s securities fraud claim now centers. In fact, the Gliekenhaus Complaint appears to rely on many of the same internal memoranda, monthly reports, and other documents cited in and attached to the United Policyholders complaint {compare Court File No. 122, App. BB, ¶¶ 13-19 & Exhs. 1-14, with Gliekenhaus Complaint at ¶¶ 35-51). The Gliekenhaus Complaint certainly provides greater detail and cites to additional sources beyond those referenced in the United Policyholders complaint, but a good number of the details of the alleged unlawful practices are identical {e.g., both allege the company calculated and tracked a figure termed the “net termination ratio,” developed a list of independent medical examiners likely to deny claims, held roundtable meetings at which no notes were kept, and compiled lists of claims targeted for termination). However, the parties have not informed the Court of the ultimate disposition of this lawsuit and any publicity it may have received other than its reference in the Ben nett complaint. Further, none of the disclosure forms appended to Defendants’ memorandum provide any specific details about the United Policyholders action (see, e.g., Court File No. Ill, App. D, p. 26). As such, it is difficult to assess the extent to which the allegations in the United Policyholders complaint should have prompted Glickenhaus to become concerned about UnumProvident’s claims handling and reserve practices. Although the Bennett complaint did contain allegations UnumProvident was misrepresenting its income through a concerted scheme designed to understate reserves by denying valid disability claims (Court File No. Ill, App. A ¶¶ 26, 103), the primary thrust of the allegations in that action was that Umum had been materially overstating earnings by “severely” underpricing its disability insurance products and setting and maintaining inadequate initial claim reserves in violation of GAAP (see id. at ¶¶ 21-25, 27-28, 32-55). Significantly, the claims handling allegations were abandoned in the amended complaint which was later filed following the consolidation of the Bennett action with Giarra-puto v. UnumProvident Corp., et al. (No. 99-301-PC, D.Me.) and other similar putative class actions. The Giarraputo consolidated amended complaint made no mention of improper claims handling practices and confined its allegations to a failure to set and maintain adequate initial claim reserves, underpricing, and improper accounting for “reasonable and estimable expenses including losses on discontinued business and merger costs” (see generally Court File No. 118, Attch. 2, Exh. 1 ¶ 6). Further, while UnumProvident’s disclosures regarding these consolidated class action lawsuits did at least vaguely disclose allegations regarding the company’s claims handling practices had been raised in the context of a securities fraud action, those disclosures did not provide a wealth of detail. The company’s September 1999 Form 10-Q stated five class action lawsuits had been filed in federal court in Maine alleging “the defendants made false and misleading public statements concerning, among other things, Unum’s and the Company’s reserves for disability insurance, Provident’s and the Company’s disability insurance claims and pending lawsuits concerning certain of those claims, and the Company’s merger costs and the adequacy of the due diligence reviews performed in connection with the merger” (Court File No. Ill, App. D, p. 26) (emphasis added). Beginning with its 1999 Form 10-K, the company’s SEC filings described the allegations in the consolidated class actions pending in Maine as involving “false and misleading public statements concerning, among other things, Unum’s and the Company’s reserves for disability insurance and pricing policies, the Company’s merger costs, and the adequacy of the due diligence reviews performed in connection with the merger” (Court File No. Ill, App. E, p. 91; App. F, p. 11; App. G, pp. 12-13; App. H, pp. 12-13; App. I, p. 89; Court File No. 112, App. J, pp. 12-13; App. K, pp. 12-13; App. L, p. 14; App. M, pp. 88-89; App. N, pp. 11-12; App. O, pp. 11-12) (emphasis added). As such, UnumProvident’s own disclosures reflected the peripheral and ultimately discarded nature of those allegations which are directly in line with those made in the Glickenhaus Complaint. Additionally, throughout the Giarraputo litigation Un-umProvident consistently stated in its SEC filings that it “disputes the claims alleged in the complaints and plans to vigorously contest them” (See, e.g., Court File No. Ill, App. D, p. 26). The Giarraputo action was ultimately settled in October 2001 for the amount of $45 million and the district court approved settlement and entered judgment in June 2002 (Court File No. 112, App. L, p. 14; App. M, p. 89; App. N, p. 12; App. 0, p. 12). In summary, while allegations of improper and/or fraudulent claims practices had been made in two different putative class action lawsuits by October 1999, it does not appear those claims were ever actually litigated, UnumProvident does not appear to have ever disclosed any details of one of these actions in its SEC filings, and the other set of allegations were affirmatively discarded by a superseding pleading. The mere fact of an allegation of corporate wrongdoing, standing alone, cannot be sufficient to place a potential securities fraud plaintiff on inquiry notice. See In re Ames Dept. Stores, Inc. Note Litig., 991 F.2d 968, 980-81 (2d Cir.1993) (holding class action complaint by common stockholders did not serve to put holders of debt securities on notice of their own fraud claims while noting “[tjhere are a lot of stockholder suits out there, so to speak”); Nivram Corp. v. Harcourt Brace Jovanovich, Inc., 840 F.Supp. 243, 249-54 (S.D.N.Y.1993) (holding pendency of three civil actions relating to company’s recapitalization plan were insufficient indicium of fraud to put plaintiffs on inquiry notice as a matter of law). Such allegations, however, can give rise to inquiry notice if accompanied by other facts such as an admission of error by the company, a precipitous decline in stock price, negative media and analyst reports, factual discrepancies in publicly available documents, or the initiation of federal or state criminal investigations and/or charges. See Enter. Mortg. Acceptance Co., LLC, Secs. Litig., 391 F.3d 401, 411 (2d Cir.2004) (finding reasonable investor would have been put on inquiry notice of accountant’s potential liability by series of published articles which suggested corporation had been engaging in “accounting gimmicks” and other “creative accounting” practices); LC Capital Partners, LP v. Frontier Ins. Group, Inc., 318 F.3d 148, 155 (2d Cir.2003) (affirming grant of Rule 12(b)(6) motion on timeliness grounds where company had made three reserve charges of substantial and increasing amounts within a brief period of time, article had been published regarding company’s reserve problems, and one previous lawsuit had been filed); Menowitz v. Brown, 991 F.2d 36, 42 (2d Cir.1993) (finding inquiry notice where defendant-company’s SEC filings had disclosed a large number of civil lawsuits including two putative class actions, an FTC investigation, a grand jury investigation accompanied by subpoenas, and a seizure by state officials of books and records, all of which related to the alleged improper and/or fraudulent practices which formed basis of plaintiffs misrepresentation allegations). In this case, Defendants have pointed to what is in effect a single previous allegation of improper claims handling practices in a state putative class action lawsuit brought on behalf of UnumProvident’s customers. The allegations in the United Policyholders complaint were reported in the Wall Street Journal and reiterated in the Bennett securities fraud complaint, but the record currently contains no further information regarding the publicity surrounding these allegations or the ultimate resolution of the case in which the allegation was initially made. Moreover, Glicken-haus does not appear to have been a party to any of those lawsuits, though its attorneys were involved in the Bennett action. While the fact a party has itself made a previous allegation of fraud might well be dispositive of the question of inquiry notice, see New England, 336 F.3d at 501 (affirming district court’s dismissal of securities fraud complaint against auditor as untimely based entirely upon fact and nature of same plaintiffs earlier complaint against audited corporation), the fact that party’s attorneys made such an allegation at some point in the past while representing another party does not carry the same force. Accordingly, the Court finds insufficient grounds to support the somewhat extraordinary conclusion that Glickenhaus can prove no set of facts under which it would not have known of the alleged fraud at some time outside the limitations period so as to make the instant action time-barred as a matter of law. C. Failure to State a Claim for Securities Fraud Defendants next contend Glickenhaus’s allegations a