Full opinion text
DECISION AND ORDER II MARRERO, District Judge. TABLE OF CONTENTS I. INTRODUCTION.406 II. BACKGROUND.407 III. STANDARD OF REVIEW .407 IV. STATUTE OF LIMITATIONS.409 A. LEGAL STANDARD.409 1. Securities Act Claims — Sections 11,12(a)(2) and 15.409 2. Exchange Act Claims.418 3. Inquiry Notice.421 4. Retroactivity.422 B. DISCUSSION.422 1. Inquiry Notice.422 (a) The Marine Fraud.422 (b) The Turbine Fraud.423 2. Statute of Limitations Defenses and Relation Back.429 (a) The Turbine Fraud.429 (b) The Marine Fraud.429 (e) GAAP Violations.431 3. Conclusion.432 V. ORDER.'.432 I. INTRODUCTION Lead plaintiffs in this class action, the State Universities Retirement System of Illinois (“SURS”), the San Diego City Employees’ Retirement System (“San Diego ERS”), the Louisiana State Employees’ Retirement System (“Louisiana ERS”), the West Virginia Investment Management Board (‘West Virginia IMB”), and the International Brotherhood of Electrical Workers, Local 269 (“IBEW”) (collectively, the “Lead Plaintiffs”), filed the Consolidated Amended Complaint for Violations of the Federal Securities Laws, dated June 18, 2004 (the “Complaint”), alleging violations of both the Securities Act of 1933, 15 U.S.C. § 77a et seq. (the “Securities Act”), and the Securities Exchange Act of 1934, 15 U.S.C. § 78a et seq. (the “Exchange Act”). On September 30, 2004, all Defendants moved to dismiss the Complaint. Because of the breadth of issues raised in their various submissions, the Court considers Defendants’ motions in separate rulings. In this decision, to be referred to as “Alstom II, ” the Court addresses the statute of limitations defenses raised as a part of Defendants’ motions to dismiss under Federal Rule of Civil Procedure 12(b)(6) (“Rule 12(b)(6)”). In the companion opinions issued separately, the Court adjudicates all motions contesting the jurisdiction of this Court to hear the dispute as to certain parties and the remaining issues raised under Rule 12(b)(6). II. BACKGROUND All of the background information relevant to this decision is contained in the prior companion opinion issued on this date in this matter, Alstom I. In re Alstom SA Sec. Litigation, 406 F.Supp.2d 346 (S.D.N.Y.2005). Familiarity with that opinion and all factual statements, citations and legal determinations contained therein is assumed. III. STANDARD OF REVIEW In considering a motion under Rule 12(b)(6) to dismiss the complaint for failure to state a claim, the Court should not grant such remedy “unless it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief.” Flores v. S. Peru Copper Corp., 343 F.3d 140, 148 (2d Cir.2003) (quoting Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957)). Moreover, at this stage, “the Court must accept as true all well-pleaded factual allegations in the complaint and draw all reasonable inferences in favor of the non-moving party.” SEC v. Pimco Advisors Fund Mgmt., LLC, 341 F.Supp.2d 454, 463 (S.D.N.Y.2004) (citing Securities Investor Protection Corp. v. BDO Seidman, LLP, 222 F.3d 63, 68 (2d Cir.2000)). ■ For the purposes of deciding a motion to dismiss under Rule 12(b)(6), the Second Circuit has deemed a complaint to include any written instrument attached to it as an exhibit or any statements or documents incorporated in it by reference, see Cos-mas v. Hassett, 886 F.2d 8, 13 (2d Cir. 1989), as well as public disclosure documents required by law to be, and that have been, filed with the SEC, see Kramer v. Time Warner, Inc., 937 F.2d 767, 774 (2d Cir.1991), and documents that the plaintiffs either possessed or knew about and upon which they relied in bringing the suit, see Cortee Industries, Inc. v. Sum Holding L.P., 949 F.2d 42, 47-48 (2d Cir.1991). Rothman v. Gregor, 220 F.3d 81, 89 (2d Cir.2000); see International Audiotext Network v. American Tel. & Tel. Co., 62 F.3d 69, 72 (2d Cir.1995) (“Moreover, when a plaintiff chooses not to attach to the complaint or incorporate by reference a document upon which it solely relies and which is integral to the complaint, the court may nevertheless take the document into consideration in deciding the defendant’s motion to dismiss, without converting the proceeding to one for summary judgment.” (internal quotation marks and alterations omitted)); Brass v. American Film Techs., Inc., 987 F.2d 142, 150 (2d Cir.1993). Plaintiffs state that their investigation into the Alstom transactions at issue here, on which the facts stated in the Complaint are based, included: (a) review and analysis of filings made by Alstom with the [SEC]; (b) review and analysis of press releases, public statements, news articles and other publications disseminated by or concerning Alstom; (c) review and analysis of Al-stom’s analyst conference calls; (d) review and analysis of securities analysts’ reports concerning Alstom; (e) review and analysis of documents produced by [NJT]; (f) review and analysis of internal Alstom documents; and (g) other publicly available information disseminated by or concerning Alstom, Alstom USA, ... ATI, ... ABB, ... ABB Al-stom, ... Marconi ..., Alcatel ..., and others. (Compl. ¶2.) Plaintiffs cited several articles, reports, press releases and Alstom SEC filings in the Complaint, although they did not attach those documents as exhibits to the Complaint. Defendants have provided in the Joint Appendix the full text of articles and other documents cited in the Complaint. The Court may review those documents in considering the motion to dismiss as if they had been included in the Complaint. See Rothman, 220 F.3d at 89; Cortec Indus., 949 F.2d at 47-48. The Court may also take judicial notice of Alstom’s stock price on the NYSE, included as Exhibit 1.1 in the Joint Appendix and referenced occasionally in the Complaint. Ganino v. Citizens Utils. Co., 228 F.3d 154, 167 (2d Cir.2000) (“The New York Stock Exchange data mentioned in the opinion below were not attached to the Complaint as an exhibit or incorporated by reference into the Complaint. Nevertheless, the district court may take judicial notice of well-publicized stock prices without converting the motion to dismiss into a motion for summary judgment.”). Defendants have also submitted in their Joint Appendix additional press releases, newspaper articles and Alstom press releases for the Court’s consideration. The Court reviews the newspaper articles submitted by the Defendants, but not cited or referenced in the Complaint, not for the truth of the matters asserted therein, but rather merely to note and acknowledge that the existence of those documents and what they contain about relevant matters at relevant times may serve other legitimate purposes in the Court’s consideration of the motions before it. See Condit v. Dunne, 317 F.Supp.2d 344, 358 (S.D.N.Y. 2004) (“The Court does not look to the substance of the articles to resolve any disputed issue on defendant’s motion, but does consider the fact of the publication of these articles as evidence of the media frenzy, and thus takes judicial notice of the widespread publicity....”); In re Merrill Lynch & Co., Inc. Research Reports Sec. Litig., 289 F.Supp.2d 416, 425 (S.D.N.Y. 2003) (“The Court may take judicial notice of newspaper articles for the fact of their publication without transforming the motion into one for summary judgment.”). Here, Plaintiffs stated that they relied on such articles in drafting the Complaint, were on notice of the information contained in the documents in the Joint Appendix when the Defendants’ filed that information, and did not raise any objection to the Defendants’ inclusion of the articles in the Joint Appendix for the Court’s consideration. See Cortee, 949 F.2d at 48 (“A finding that plaintiff has had notice of documents used by defendant in a 12(b)(6) motion is significant since, as noted earlier, the problem that arises when a court reviews statements extraneous to a complaint generally is the lack of notice to the plaintiff that they may be so considered; it is for that reason — requiring notice so that the party against whom the motion to dismiss is made may respond — that Rule 12(b)(6) motions are ordinarily converted into summary judgment motions. Where plaintiff has actual notice of all the information in the movant’s papers and has relied upon these documents in framing the complaint the necessity of translating a Rule 12(b)(6) motion into one under Rule 56 is largely dissipated.”). Additionally, the fact of an article’s publication — which is what the Court’s consideration of the documents is limited to — is “not subject to reasonable dispute in that it is 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,” and thus judicial notice may be taken of such facts. Fed.R.Evid. 201(b). Other documents submitted by Defendants, but not cited or referenced in the Complaint, will not be considered by the Court in deciding the motion to dismiss under Rule 12(b)(6). Those documents are outside the scope of the Complaint and of the Court’s review on such a motion. IV. STATUTE OF LIMITATIONS A. LEGAL STANDARD 1. Securities Act Claims — Sections 11, 12(a)(2) and 15 The Court must traverse uncharted and somewhat murky legal frontiers in determining the statute of limitations to apply to the Plaintiffs’ claims under Sections 11, 12(a)(2) and 15 of the Securities Act (collectively, the “Securities Act claims”). On the one hand, Section 13 (“Section 13”) of the Securities Act itself affirmatively states that No action shall be maintained to enforce any liability created under [Sections 11 or 12(a)(2) ] ... unless brought within one year after the discovery of the untrue statement or the omission, or after such discovery should have been made by the exercise of reasonable diligence. ... In no event shall any such action be brought to enforce a liability created under [Section 11] ... more than three years after the security was bona fide offered to the public, or under [Section 12(a)(2) ] ... more than three years after the sale. 15 U.S.C. § 77m. Although not expressly stated in the statute, the same limitations rule applies to claims under Section 15. See Dodds v. Cigna Sec., Inc., 12 F.3d 346, 349 n. 1 (2d Cir.1993) (“Since Section 15 merely creates a derivative liability for violations of Sections 11 and 12, Section 13 applies to it as well.”). On the other hand, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) at Section 804 (“Section 804”) extended the statute of limitations for “a private right of action that involves a claim of fraud, deceit, manipulation, or contrivance in contravention of a regulatory requirement concerning the securities laws.” Sarbanes-Oxley, Pub.L. No. 107-204, § 804 (codified at 28 U.S.C. § 1658(b)). The new deadline for filing such suits is either (1) “2 years after the discovery of the facts constituting the violation” or (2) “5 years after such violation.” Id. The Court must determine which of the preceding statutory periods of limitations, Section 13 or Section 804, applies to the claims raised by the Plaintiffs. To this end, a threshold question must be answered: whether the Plaintiffs’ Securities Act rights of action involve a “claim of fraud, deceit, manipulation, or contrivance” in violation of the securities laws. Id. Although Plaintiffs affirmatively state in the Complaint that their Securities Act claims do not sound in fraud, despite that disclaimer — conclusory, ' self-proclaimed and self-serving though it necessarily is — on a more objective reading it is clear that the claims are premised on factual allegations permeated with accusations of fraudulent conduct on the part of the defendants. As regards Sections 11 and 15 claims see, e.g., Compl. ¶ 12 (“that worldwide market was defrauded by defendants’ conduct....”); ¶ 14 (“Defendants engaged in extensive fraud-related conduct in the United States....”); ¶ 15 (“Even before entering into the joint venture ... Alstom was committed to entering the U.S. market and using the United States as a base to export its fraud....”); ¶20 (“The Al-stom defendants’ fraudulent conduct in the United States also included pervasive and deliberate improper accounting ....”); ¶ 25 (“plaintiffs ... acquired Al-stom securities ... and were defrauded by defendants’ misrepresentations.”); with respect to Section 12(a)(2) claims see, e.g., Compl. ¶ 7 (“In order to help keep the Company afloat in the wake of these scandals, Alstom engaged in yet another accounting fraud....”); ¶8 (“[U]n-suspecting investors, unaware of the rampant fraud at Alstom, suffered massive losses.”). Having made these broad averments portraying a pervasive and overarching scheme of fraud, one that apparently imbues all of the their specific causes of action and attendant claims of losses, Plaintiffs then attempt to retreat, apparently to escape the particularity requirement of Federal Rule of Civil Procedure 9(b) (“Rule 9(b)”). In pleading their various Claims for Relief demanded in Counts I, II and III, and after incorporating all of their preceding allegations of fraud and fraudulent motive by reference, they seek to “specifically exclude” any claims of fraud from those counts, acknowledging that scienter or fraudulent intent is not an element of a claim under Sections 11, 12(a)(2) or 15. (Compl.lffl 331-32, 341-42, 351-52.) However, Plaintiffs cannot so facilely put the fraud genie back in the bottle. Plaintiffs have erected a complex theory of liability. To lodge their Complaint, they constructed a massive edifice designed to demonstrate Defendants’ integrated fraudulent purpose and corresponding wrongful acts. The virtually gothic dimensions of the deceit portrayed encompass all of Plaintiffs’ claims. Later in the Complaint, for tactical pleading advantage, Plaintiffs seek to disassemble the structure, disaggregate it into discrete compartments and then sanitize the parts they previously heavily tainted with charges of fraud. The Court has difficulties grappling with the conceptual and practical challenges this task presents, especially in a case in which the pleadings of fact and the claims they purportedly relate to are so integrally interconnected and are all so infused with sweeping accusations of fraud. In essence, Plaintiffs’ efforts to dismantle and rearrange their pleadings, so as to benefit from the separate standards applicable to claims based on fraud and those asserting only negligence or strict liability, calls upon the Court, with Plaintiffs’ purpose in mind, to consider each relevant paragraph twice. Thus, where the Complaint initially avers acts characterized as fraudulent or deceitful, upon rereading the Court would be required to mentally expunge the reference to fraud in such conduct and presumably engage in some artful gyrations: either to fill in the blanks left in those passages with assumptions or inferences of wrongdoing that would satisfy the elements of claims under Sections 11 and 12(a)(2), or to find that, as conceptually modified, enough of the remaining paragraphs nonetheless contain sufficient factual allegations to support the minimum pleading standards applicable to those causes of action. Under the circumstances of the instant case, the Court is not persuaded that it should address the legal and practical difficulties both of these courses present. Accordingly, the Court concludes that as now drafted, Plaintiffs’ Complaint, their disclaimers to the contrary notwithstanding, “sounds in fraud.” Rombach v. Chang, 355 F.3d 164, 172 (2d Cir.2004) (finding that, while plaintiffs had asserted that their Sections 11 and 12 claims did not sound in fraud, “the wording and imputations of the Complaint [were] classically associated with fraud” and thus were subject to Rule 9(b)). Because the conduct alleged by the Plaintiffs sounds in fraud, the heightened pleading standards demanded by Rule 9(b) apply to their averments. See Rombach, 355 F.3d at 172. The Court is thus presented with the unsettled question of what statute of limitations to apply to claims brought under Sections 11, 12(a)(2) and 15, which do not require proof of fraud as an element of the cause of action, in a situation in which the underlying claims as pled are nonetheless integrally charged with averments of fraudulent conduct. See Harold S. Bloomenthal, Sarbanes-Oxley Act in Perspective § 10:2 (West 2005) (“When it reaches the Second Circuit, the court may have difficulty reconciling the view that the extended period [of Section 804] is not applicable to Section 11 claims in view of its holding that Section 11 claims alleging false or misleading representations sound in fraud for purposes of Rule 9(b).”). In determining the meaning and applicability of Section 804, the Court “must begin with the words of the text.... Whether the meaning of the statute is plain or ambiguous is determined by reference to the language itself, the specific context in which that language is used, and the broader context of the statute as a whole.” In re WorldCom, Inc. Sec. Litig., 294 F.Supp.2d 431, 440-41 (S.D.N.Y.2003) (internal quotation marks and citations omitted). “When the plain language and canons of statutory interpretation fail to resolve statutory ambiguity, we will resort to legislative history.” United States v. Dauray, 215 F.3d 257, 264 (2d Cir.2000). After consideration of these various factors, the Court finds that the statute of limitations period expressed in Section 13 of the Securities Act, rather than that contained in Sarbanes-Oxley Section 804, applies to any and all claims under Securities Act Sections 11,12(a)(2) and 15. First, Section 804 “by its plain text” does not apply to claims under the securities laws that do not require any showing of fraudulent intent as an element of the cause of action. In re Global Crossing, Ltd. Sec. Litig., 313 F.Supp.2d 189, 196-97 (S.D.N.Y.2003). As the In re Global Crossing court noted, Sarbanes-Oxley Section 804 does not broadly expand the statute of limitations for all actions brought under the securities laws, as it could easily have done, but rather establishes a distinct federal statute of limitations for certain causes of action arising under the securities laws, namely those that “involve a claim of fraud, deceit, manipulation, or contrivance.” ... This description of the covered causes of action mirrors the language of section 10(b) of the Exchange Act, which creates liability for “any person” who “employ[s] ... any manipulative or deceptive device or contrivance in contravention of’ SEC regulations, 15 U.S.C. § 78j(b), and which thus requires a showing of fraudulent intent. A cause of action that is based on negligence is not a claim for “fraud, deceit, manipulation, or contrivance,” all of which are words connoting deliberate, intentional deception. Id. at 197 (selected internal quotation marks, citations and alterations omitted); see In re WorldCom, 294 F.Supp.2d at 444 (“Section 804 does not ... state that it extends the statute of limitations for all claims under the securities laws. Instead, it includes limiting language that extends the time for private causes of action under the securities laws only for claims that involve ‘fraud, deceit, manipulation or contrivance.’ This language does not encompass Sections 11 and 12(a)(2) claims.”); see also In re Firstenergy Corp. Sec. Litig., 316 F.Supp.2d 581, 601 (N.D.Ohio 2004) (“[T]he Sarbanes-Oxley Act is expressly limited to claims of fraud, deceit, manipulation or contrivance. Since fraud is not a required element for claims under §§ 11 or 12(a)(2), the Court concludes that [the] Sarbanes-Oxley Act does not extend the limitations period for these claims.” (internal quotation marks and alterations omitted)); Friedman v. Rayovac Corp., 295 F.Supp.2d 957, 974-75 (W.D.Wis.2003) (“[O]n its face, [Section 804] does not apply to claims brought under the 1933 Act.”); Thomas Lee Hazen, The Law of Securities Regulation § 7.10, at 150 (5th ed. 2005) (“The language of the statutes support the view that the shorter limitations periods in section 13 continue to apply to Actions under section 11 and 12 of the 1933 Act.”). First, the Court agrees with the overwhelming body of judicial opinion addressing this point. There is little room for doubt that the plain language of Section 804 explicitly prescribes its application to causes of action under the securities laws requiring proof of scienter and motive to defraud, thereby carving out an exception for claims grounded on assertions of negligence or strict liability such as those provided for under Sections 11 and 12(a)(2). Every court that has ruled on this issue— whether Section 804’s statute of limitations extends to claims under Sections 11 and 12(a)(2) — has found that it does not, and instead applied the limitations period stated in Section 13 of the Securities Act. Although no court has directly addressed the precise issue presented in this case, the substantial weight and uniformity of authority concerning Section 804’s inapplicability to negligence and strict liability actions, combined with the specific statute of limitations expressly provided for in Section 13 to govern claims under Sections 11 and 12(a)(2), lends support to a determination of the unresolved question at issue here: the inapplicability of Section 804 to all such claims, however the pleadings may be characterized for Rule 9(b) purposes. Second, the statutory context in which Section 804 was codified bolsters an interpretation that the longer limitations period does not apply to actions pursuant to Sections 11 and 12(a)(2). Subsection (a) of 28 U.S.C. § 1658, the particular statute that Section 804 amended, provides a limitations period for all civil actions arising under Acts of Congress, “[e]xcept as otherwise provided by law.” 28 U.S.C. § 1658(a). The limitations period for claims under Sections 11 and 12(a)(2) is expressly provided for in Section 13 of the Securities Act, unlike, for example, a claim under Section 10(b), for which no express statutory limitations period was originally enacted. See Stephenson v. Deutsche Bank AG, 282 F.Supp.2d 1032, 1067 (D.Minn.2003) (citing the language from subsection (a) quoted above as support for the court’s conclusion that Section 804 did not override the express statute of limitations period provided for claims under Section 9 of the Exchange Act); Amy Grinol Gibbs, Note, It’s About Time: The Scope of Section 801 of the Sarbanes-Oxley Act of 2002, 38 Ga. L.Rev. 1403, 1430-33 (2004). Although Sarbanes-Oxley did not address subsection (a) of § 1658, and subsection (b) begins “[notwithstanding subsection (a),” that Congress chose to amend this statute, which provides limitations periods only for causes of actions for which no other limitations period is specified, and that it did not amend or repeal the express limitations period provided in Section 13 for actions under Sections 11 and 12(a)(2), offer additional grounds to support a finding that Section 804 does not apply to such claims. See In re Enron, 2004 WL 405886, at *11 (“Significantly, when Congress passed the Sarbanes-Oxley Act, Congress did not repeal the express one-year/three-year statute of limitations in Section 13....”); In re Global Crossing, 313 F.Supp.2d at 197 n. 6 (“That section 804 of Sarbanes-Oxley legislatively establishes a limitations period where none had previously been provided for by statute may also explain why Congress created a new provision within 28 U.S.C. § 1658, rather than simply amending the existing statute of limitations provisions already incorporated in 15 U.S.C. § 77m, which Sarbanes-Oxley pointedly left in place.”). Most courts have found the language of Section 804 unambiguous in its inapplicability to securities law claims sounding in negligence or strict liability, and have thus either ignored the legislative history of Sarbanes-Oxley or examined it only in dicta. See, e.g., In re Global Crossing, 313 F.Supp.2d at 197 n. 6; In re WorldCom, 294 F.Supp.2d at 443. Because the issue now before this Court is narrower and unique, a question which, by some courts’ analyses, creates ambiguity as to the applicability of Section 804 to claims under Sections 11 and 12(a)(2), the Court considers the relevant aspects of the Sarbanes-Oxley Act’s legislative history. The legislative history of Title VIII of the Sarbanes-Oxley Act, known as the Corporate and Criminal Fraud Accountability Act and of which Section 804 was a part, focused exclusively on protecting the ability of defrauded investors to bring “private securities fraud actions.” See 148 Cong. Rec. S7418-01, S7419 (daily ed. July 26, 2002) (remarks of Sen. Leahy). Senator Leahy, the sponsor and author of Title VIII, did not specifically state whether this reference to “fraud actions” was meant to encompass only securities claims that require proof of fraud as an element of the cause of action, or whether it extended as well to any claim under the securities laws based more broadly on allegations of a fraudulent course of conduct by a defendant. However, Senator Le-ahy’s remarks mentioned the Lampf decision, which concerned the statute of limitations applicable to actions brought under Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder. This reference suggests that Senator Leahy’s focus was on causes of action which, like Section 10(b), require actual proof of fraud. See id. at S7420; see also In re Global Crossing, 313 F.Supp.2d at 197 n. 6. Additionally, in a Senate Report from the Committee on the Judiciary regarding the Corporate and Criminal Fraud Accountability Act, in the section discussing the additional views of certain committee members, those senators expressed their understanding of the statute of limitations provision as not being “intended to conflict with existing limitations periods for any express private rights of action under the federal securities laws.” S.Rep. No. 107-146, at 29. This reading suggests that the limitations period in Section 804 would not supplant that stated in Section 13, which constitutes such an express provision pertaining to specific causes of action. The Court recognizes that interpreting legislative history, particularly such history on an issue discussed in vague terms as that presented here, is a slippery affair, and acknowledges the existence of support for a contrary conclusion in the same texts and quotations referenced above. However, this apparent ambiguity supports the Court’s understanding that Section- 804 does not supplant the express limitations periods provided in the securities laws because “repeals by implication are not favored .... The intention of the legislature to repeal must be clear and manifest.” Watt v. Alaska, 451 U.S. 259, 266-67, 101 S'.Ct. 1673, 68 L.Ed.2d 80 (1981) (internal quotation marks and citations omitted); see United States v. Vonn, 535 U.S. 55, 65, 122 S.Ct. 1043, 152 L.Ed.2d 90 (2002) (stating that a repeal of a statute by implication is “a result sufficiently disfavored, Ruckelshaus v. Monsanto Co., 467 U.S. 986, 1017, 104 S.Ct. 2862, 81 L.Ed.2d 815 (1984), as to require strong support”). Congress did not explicitly manifest an intent to repeal the express limitations periods provided in the securities laws in enacting Section 804. Section 804’s provisions express an intent to overturn only the Lampf decision. Consequently, the legislative history in its totality, and particularly the absence of a clear intent to amend the express limitations periods provided for in the securities laws, supports the Court’s conclusion as to Section 804’s inapplicability to claims brought under Sections 11 and 12(a)(2). Thus, the Court’s review of the plain language of Section 804 in its legislative context, and the statutory history of the provision all support the Court’s interpretation that the longer limitations period prescribed in Section 804 of Sarbanes-Oxley does not apply to claims brought under Sections 11 and 12(a)(2) of the Securities Act. Plaintiffs argue that this position is inconsistent with the Second Circuit’s holding in Rombach that negligence-based claims under Sections 11 and 12(a)(2) are subject to the heightened pleading standards of Rule 9(b) when the conduct underlying the claims sounds in fraud. (See Pis.’ Mem. of Law in Opp’n to the Alstom Defs.’ Mots, to Dismiss Pis.’ Claims Brought Pursuant to the Securities Act, dated November 19, 2004 (“Pls.’ Securities Act Opp’n Mem.”), at 7-9.) Plaintiffs state that if they are to be held to the heightened pleading standards of Rule 9(b), they should have the benefit of the extended limitations period afforded to claims of fraud under Section 804. For this purpose, Plaintiffs expressly back away from the categorical disclaimer asserted in their Complaint, as discussed above, declaring that their Section 11 and 12(a)(2) claims do not sound in fraud or rely on such allegations. Id.; cf. In re WorldCom, 294 F.Supp.2d at 444 (“There are advantages to bringing solely strict liability and negligence claims: the pleading and proof thresholds are far lower than for claims asserting securities fraud, and liability is ‘extensive.’ One of the disadvantages of bringing negligence claims, however, is a more narrow window of time in which to sue.”). The Court does not agree with Plaintiffs that the Second Circuit’s holding in Rombach compels a parallel result as to the issue of the applicability of Section 804 to claims under Sections 11 and 12(a)(2). The statutory provisions in question have distinct purposes. Rule 9(b) expresses a pleading requirement designed primarily to give defendants more particularized notice of plaintiffs’ claims if grounded in fraud, and to protect against unfounded allegations of fraudulent or deceitful conduct. The more rigorous standard recognizes the severe personal and financial consequences that attach to such charges in the context of litigation, even if the accusations are ultimately found to be baseless. See Rombach, 355 F.3d at 171 (noting that the purpose of the particularity requirement of Rule 9(b) is to “provide a defendant with fair notice of a plaintiffs claim, to safeguard a defendant’s reputation from improvident charges of wrongdoing, and to protect a defendant against the institution of a strike suit” (internal quotation marks omitted)). The Circuit Court found that these interests applied with equal force whether or not the plaintiffs claim required proof of fraud as an element. Id. The public interest in affording defendants fair notice and a measure of protection against groundless assertions of fraud does not compel the extension of plaintiffs’ time in which to bring suit. Indeed, the very same reasons cited by the Second Circuit as grounds for applying the particularity requirement of Rule 9(b) to claims under Sections 11 and 12(b)(2) averring fraud were articulated by Congress as a basis for shortening the limitations period adopted in Section 13. In 1934, Congress shortened the limitations period for claims under Sections 11 and 12(a)(2) in part to deter strike suits and to protect innocent directors from unwarranted litigation. See 78 Cong. Rec. S10185-10186 (daily ed. June 1, 1934) (statement of Sen. Byrnes), reprinted in Federal Securities Laws Legislative History 1933-1932, item 74 (Securities Law Comm., Federal Bar Assoc. ed., Volume 1, 1983). Moreover, as Defendants indicate, the adoption of the Plaintiffs’ position' — -that a longer limitations period should be applied when a complaint’s Section 11 or 12(a)(2) claims “sound in fraud,” but that a shorter period is applicable where the claims only raise allegations of negligence — creates uncertainty in an area of the law the purpose of which is expressly to provide certainty for defendants as to when their exposure to liability ends. As the Supreme Court remarked in addressing this point: Statutes of limitations are primarily designed to assure fairness to defendants. Such statutes promote justice by preventing surprises through the revival of claims that have been allowed to slumber until evidence has been lost, memories have faded, and witnesses have disappeared. The theory is that even if one has a just claim it is unjust not to put the adversary on notice to defend within the period of limitation and that the right to be free of stale claims in time comes to prevail over the right to prosecute them. Burnett v. New York Central R.R. Co., 380 U.S. 424, 428, 85 S.Ct. 1050, 13 L.Ed.2d 941 (1965) (internal quotation marks omitted). Finally, the application of Rule 9(b) to require plaintiffs asserting claims that “sound in fraud” to furnish the particulars of those claims, while placing some additional burdens on plaintiffs at the pleading stages of litigation for the benefit of defendants, does not necessarily commit plaintiffs at the evidentiary phase to establish actual fraud in order to prevail on a Section 11 or 12(a)(2) claim. The specific elements of those causes of action are defined by statute and, as discussed above, expressly exclude proof of fraudulent knowledge, motive or intent. When extensive testimonial, documentary and expert evidence of such more extreme conduct implicating a culpable state of mind is explicitly demanded, as is the case for Section 10(b) claims, the law provides for extended statutes of limitations. The longer periods recognize the heavier burden of proof plaintiffs have to satisfy and the substantially greater difficulties entailed in finding evidence to establish liability in such cases. Indeed, these precise concerns are reflected in Congress’s reasons for enacting the longer limitations period provided in Section 804 for such causes of action. See S.Rep. No. 107-146, at 9 (“Especially in securities fraud cases, the complexities of how the fraud was executed often take well over a year to unravel, even after the fraud is discovered.... [B]y the time a victim learns enough facts to file a complaint under a heightened pleading standard, survives a motion to dismiss, begins discovery, and learns that an additional wrongdoer or theory should be added to the case, that claim is likely to be time barred, then the wrongdoer is able to avoid liability and the victim is left holding the proverbial bag.”). But where reasons supporting the enlarged period of limitations do not exist, justification should not be created merely on the strength of the craft and contents of a particular plaintiffs pleadings, thereby potentially conflicting with what Congress prescribed in defining rights of action and their corresponding statutes of limitations. To rule otherwise would give rise to an anomaly. It would place the determination of the relevant statute of limitations in plaintiffs’ hands and identify its source with the pleadings in the Complaint. In essence, plaintiffs in actions under the securities laws, as their own convenience suited, would be able to prescribe what statute of limitations would apply to their claims by how skillfully they draft the complaint, effectively contracting or expanding the limitations period for claims brought under Sections 11 and 12(a)(2) on the basis of their artful pleading of fraud, even though they would not be put to the test of proving fraud to make out a case under those statutes. Exacting reasonable disclosure of the particulars of time, place and manner constituting an averment of fraud that does not actually have to be proved should not warrant a substantial extension of the otherwise applicable statute of limitations. The Court is mindful of the difficulties inherent in this ease, and grants that the application of the longer limitations period of Section 804 to claims averring fraud, even when proof of such conduct is not required for liability to attach under the legal claims asserted, may be a reasonably arguable proposition. On balance, the Court finds the arguments against the application of the longer limitations period are the more compelling. As previously noted, every court that has encountered the issue has ruled that Section 804 is inapplicable to claims under Sections 11 and 12(a)(2). It was the Second Circuit that applied the pleading standards of Rule 9(b) to such claims. If the principles underlying the Rombach decision mandate the application of the Section 804 period of limitations to claims under Sections 11 and 12(a)(2) that sound in fraud, it should be left to the Circuit Court to so rule. This Court declines to enlarge Section 804’s reach in this respect. The statute of limitations applicable to Plaintiffs’ Securities Act claims is the period provided in Section 13 as stated above. 2. Exchange Act Claims Defendants argue that certain of Plaintiffs’ claims under Sections 10(b) and 18 of the Exchange Act are barred by the applicable statute of limitations. Neither Defendants nor Plaintiffs contest that Sar-banes-Oxley amended the statute of limitations for claims brought under Section 10(b). While prior to Sarbanes-Oxley, the statute of limitations for Section 10(b) claims was the one-year/three-year period stated in Section 9(e) of the Exchange Act, see 15 U.S.C. § 78i(e); accord Lampf, 501 U.S. at 364, 111 S.Ct. 2773, Sarbanes-Oxley, in overturning Lampf extended that limitations period, such that an action under Section 10(b) “may be brought not later than the earlier of ... (1) 2 years after the discovery of the facts constituting the violation; or (2) 5 years after such violation.” 28 U.S.C. § 1658(b); In re AOL Time Warner, Inc. Sec. & “ERISA” Litig., 381 F.Supp.2d 192, 208 (S.D.N.Y.2004) (“There is little doubt that Section 804’s expanded statute of limitations applies to § 10(b) claims.” (citing In re WorldCom, 294 F.Supp.2d at 442)). Plaintiffs’ Section 20(a) claims that are based on alleged derivative liability for violations of Section 10(b) are governed by the same limitations periods as those applicable to the Section 10(b) claims. See Dodds, 12 F.3d at 350 n. 2 (“Because Section 20 merely creates a derivative liability for violations of other sections of the Act, claims under Section 20 are governed by the limitations periods for those other sections.”). The parties disagree, however, concerning the limitations period to be applied to Section 18 claims. Plaintiffs contend that Sarbanes-Oxley similarly extended the period for Section 18 claims, and Defendants argue that Section 18 remains governed by the limitations period provided in 15 U.S.C. § 78r(c). The parties failed to identify a single decision from any court in the country discussing the issue. The Court identified three decisions that address the issue of Section 804’s applicability to claims under Section 18; however, all three opinions express differing conclusions or rationales for their holdings. In Shriners Hospitals for Children v. Qwest Communications Int’l, Inc., the court, noting the parallels between Section 18 and 10(b), specifically that Section 18 targets “the precise dangers that are the focus of § 10(b),” held that Section 804 applied to claims brought under Section 18. No. 04-CV-0781, 2005 WL 2350569, at *3 (D.Colo. Sept.23, 2005). Additionally, the court considered the plain language of Section 804 and concluded that Section 18 “easily” fell within its parameters. Id. Similarly, the court in In re Adelphia Communications Corp. Sec. & Deriv. Li-tig. found Section 804 applicable to actions under Section 18, but for an entirely different reason. See No. 03 MD 1529, 2005 WL 1679540, at *4 (S.D.N.Y. July 18, 2005). The court there stated that “[u]n-like negligence or strict liability-based claims, the [§ 18] defendant is accorded the defense that he acted in good faith and had no knowledge that such statement was false or misleading.... Given that § 18 involves more than negligence, [the court found] that the extended two-year/five-year limitations period [of Section 804] applie[d].” Id. (internal quotation marks and alterations omitted). On the other hand, the court in WM High Yield Fund v. O’Hanlon found that Section 804 applied only to securities laws claims that require proof of intent, and that Section 804 therefore did not extend to claims under Section 18, which does not require proof of intent as an element of the claim. See No. Civ.A. 04-3423, 2005 WL 1017811, at *11 (E.D.Pa. Apr.29, 2005) (citing In re Global Crossing, 313 F.Supp.2d at 197). The analysis provided in these cases is somewhat limited. The Court, therefore, finds them unpersuasive as precedents in evaluating the merits of either position of the dispute at hand. However, in light of the extensive discussion detailed above addressing whether Section 804 extends to claims under Sections 11, 12(a)(2) and 15, the Court finds that Section 804 does not apply to claims under Section 18 of the Exchange Act. First, as stated above, Section 804 by its plain terms applies only to causes of action involving claims of fraud and deceit, which this Court, and many others, understands to refer only to causes of action under the securities laws in which fraudulent intent is an element that plaintiffs are required to plead as a part of the underlying claim. Section 18 does not require the pleading of scienter, or fraudulent intent. See Ross v. A.H. Robins Co., Inc., 607 F.2d 545, 555-56 (2d Cir.1979) (“To establish a § 10(b) violation, the plaintiff must plead and prove that the defendant acted with scien-ter in making a material misstatement or omission. A plaintiff seeking recovery under § 18 faces a significantly lighter burden. He must merely plead and prove that a document filed with the Commission contains a material misstatement or omission.”). Although the Supreme Court has stated that “something more than negligence on the part of the defendant is required for recovery” under Section 18, see Ernst & Ernst v. Hochfelder, 425 U.S. 185, 211 n. 31, 96 S.Ct. 1375, 47 L.Ed.2d 668 (1976) (emphasis added), this remark refers to the quantum of proof required to succeed on a claim, not what must be pled by a plaintiff to state a claim. The Section 18 defendant has an affirmative defense if he acted in good faith, see 15 U.S.C. § 78r(a), but it is not the plaintiffs burden to anticipate and plead in his complaint a rebuttal to the defendant’s potential defense. See Ross, 607 F.2d at 556. The pleading standards, and thus the elements of a claim under Section 18, do not require allegations of “something more than negligence.” Hochfelder, 425 U.S. at 211 n. 31, 96 S.Ct. 1375. Thus, Section 804 by its plain language as construed by this Court does not apply to claims under Section 18. See Hazen, supra, § 12.18, at 547 (“Unlike the case with a claim under SEC Rule 10b-5, deception is not an element of a section 18(a) claim; therefore, [Section 804’s] longer limitations period should not be applied to actions under section 18(a).”). Second, Section 18 contains an express limitations provision. See 15 U.S.C. § 78r(c). As noted above, nothing in either the statutory framework of 28 U.S.C. § 1658 or the legislative history of Sar-banes-Oxley show a clear intent to overrule express limitations periods stated in the securities laws. The court in Shriners Hospitals focused on the similarity between Sections 10(b) and 18, as noted by the Supreme Court in Musick, Peeler & Garrett v. Employers Insurance of Wausau, 508 U.S. 286, 296, 113 S.Ct. 2085, 124 L.Ed.2d 194 (1993) (quoting, in part, Lampf), in reaching its decision that Section 804 applied to claims under Section 18. See 2005 WL 2350569, at *3. However, Justice Kennedy’s dissent, cited favorably in the legislative history of Section 804, see 148 Cong. Rec. S7418-01, S7420, noted that the “purpose and underlying rationale [of Sections 18 and 9 of the Exchange Act] differ from causes of action implied under § 10(b).... Neither relates to a cause of action of the scope and coverage of an implied action under § 10(b). Nor does either rest on the common-law fraud model underlying most § 10(b) actions.” 501 U.S. at 375-76, 111 S.Ct. 2773. This argument of the dissent emphasizes the factors that distinguish claims under Section 18 from those under Section 10(b) and why, therefore, a single limitations period need not be applied to causes of action under both sections. In its analysis of Section 804 as it relates to claims under Sections 11 and 12(a)(2), this Court elaborated above on the statutory, policy and practical considerations that support the application of different periods of limitations to claims requiring pleading of fraud, as opposed to those grounded on negligence or strict liability. The Court is persuaded that those considerations weigh with equal force as regards Section 18 claims. The Court, therefore, finds that the limitations period to be applied to Plaintiffs’ claims under Section 18 is that expressly stated in subsection (c) of Section 18, and not the longer period prescribed in Section 804. Plaintiffs’ Section 20(a) claims that are based on alleged derivative liability for violations of Section 18 are governed by the same limitations periods as those applicable to the Section 18 claims. See Dodds, 12 F.3d at 350 n. 2. 3. Inquiry Notice The statute of limitations begins to run once a plaintiff is put on either actual notice or constructive notice, also known as inquiry notice, of the facts giving rise to his claim. See Menowitz v. Brown, 991 F.2d 36, 41 (2d Cir.1993). “[W]hen the circumstances would suggest to an investor of ordinary intelligence the probability that she has been defrauded, a duty of inquiry arises, and knowledge will be imputed to the investor who does not make such an inquiry.” Dodds, 12 F.3d at 350. For this duty of inquiry to arise, however, “[t]he fraud must be probable, not merely possible.” Newman v. Warnaco Group, Inc., 335 F.3d 187, 193 (2d Cir.2003). Plaintiffs duty of inquiry, however, may be somewhat qualified and mitigated by the actions or representations of the defendants. “There are occasions when, despite the presence of some ominous indicators, investors may not be considered to have been placed on inquiry notice because the warning signs are accompanied by reliable words of comfort from management.” LC Capital Partners, LP v. Frontier Ins. Group, Inc., 318 F.3d 148, 155 (2d Cir. 2003). Such reassuring words are a factor that must be considered in determining whether a reasonable investor in such circumstances would be aware of the probability that she has been defrauded. “How- ever, reassuring statements will prevent the emergence of a duty to inquire or dissipate such a duty only if an investor of ordinary intelligence would reasonably rely on the statements to allay the investor’s concern.... Whether reassuring statements justify reasonable reliance that apparent storm warnings have dissipated will depend in large part on [ (1) ] how significant the company’s disclosed problems are, [(2)] how likely they are of a recurring nature, and [ (3) ] how substantial are the ‘reassuring’ steps announced to avoid their recurrence.” Id. If, for example, the “ ‘reassuring’ statements by management were mere expressions of hope, devoid of any specific steps taken to avoid under-reserving in the future,” a reasonable investor would not reasonably rely on such flimsy remarks and circumstances giving rise to inquiry notice may be found to exist. Id. at 156: Information that may be held to constitute inquiry notice includes any financial, legal, or other data, such as public disclosures in the media about the financial condition of the corporation and other lawsuits alleging fraud committed by the defendants, that provide the plaintiff with sufficient storm warnings to alert a reasonable person to the probability that there may have been either misleading statements or material omissions involved in the sale of the securities at issue. See Dietrich v. Bauer, 76 F.Supp.2d 312, 343 (S.D.N.Y.1999); see also Brimo v. Corporate Express, Inc., 229 F.3d 1135, Fed. Sec. L. Rep. 91,236, 2000 WL 1506083, at *2 (2d Cir. Oct.6, 2000) (unpublished disposition). It is not necessary that this information put a plaintiff on notice of the entire wrongdoing. Newman, 335 F.3d at 193; Dodds, 12 F.3d at 352. When the facts from which knowledge may be imputed are clear from the pleadings and the papers and filings integral to the complaint, the question of inquiry notice may properly be resolved on a motion to dismiss. See LC Capital, 318 F.3d at 156. 4. Retroactivity The Second Circuit recently held in In re Enterprise Mortgage Acceptance Co. LEG, Sec. Litig. that “because neither the statutory language nor the legislative history of Section 804 indicate that Congress clearly favored retroactive application,” Section 804 does not resurrect claims that were time-barred as of the date of Sar-banes-Oxley’s enactment: July 30, 2002. 391 F.3d 401, 410 (2d Cir.2005); see In re Alcatel Sec. Litig., 382 F.Supp.2d 513, 522 (S.D.N.Y.2005) (“The Second Circuit has held that Section 804 does not apply retroactively to revive otherwise time-barred claims.”). Should the Court find that any of Plaintiffs’ claims were barred by their respective statutes of limitations as determined above prior to July 30, 2002, those claims will not be revived by looking to the lengthened limitations period stated in Section 804. B. DISCUSSION 1. Inquiry Notice The first task faced by the Court is the determination of when, with respect to each instance of fraudulent activities Plaintiffs allege challenged by Defendants on statute of limitations grounds- — -the Marine and Turbine Frauds — a reasonable investor would have had actual or inquiry notice of the facts giving rise to the claims asserted as to each. This task is complicated by the additional question of whether the revelation of facts concerning one of the alleged frauds would have put a reasonable investor on notice as to other of the frauds, i.e., would notice as to the occurrence of the Marine Fraud have put such an investor on notice of the existence of the Turbine Fraud or vice versa. (a) The Marine Fraud As stated in the companion opinions issued in this case, the Marine Fraud concerned Alstom’s alleged concealment of vendor financing agreements with certain of its customers, specifically Renaissance in its purchase of eight cruise ships from Alstom in the late 1990s. The motive for this non-disclosure of the agreements is alleged to have been to allow Alcatel and Marconi to sell their Alstom shares at artificially inflated values. Alcatel and Marconi sold a majority of their Alstom shares in the Secondary Offering in February 2001, and had completely divested themselves of their Alstom holdings by June 2001. On September 27, 2001, two days after Renaissance declared bankruptcy, Alstom announced that it had guaranteed the loans that Renaissance had used to purchase eight cruise ships from Alstom. (Compl. ¶ 103; see Press Release, Alstom, Press Release (Sept. 27, 2001), included as Ex. F.13 in the J.A. (“Alstom has, in general, ultimate liability for a part of the long-term loans of the financial institutions which have financed the purchase of these cruise ships.”).) This announcement was followed by a statement from Alstom on October 1, 2001 giving further details about the Renaissance loans: “The theoretical maximum exposure of ALSTOM with respect to Renaissance Cruises (based on the hypothetical assumption that the cruise-ships are worth zero) is € 684 million arising under commitments given by ALSTOM to financial institutions in connection with the funding of the cruise-ships.” (Press Release, Alstom, Press Release (Oct. 1, 2001) (“October 1 Press Release”), included as Ex. F.14 in the J.A.; Compl. ¶¶ 104, 106.) Alstom further disclosed separate vendor financing commitments in the Marine division: “Separately, ALSTOM has current commitments for an amount of € 589 million in respect of other cruise-ships already delivered to other ship owners, which are backed by mortgages on the relevant cruise-ships. Of this, €422 million existed at 31 March 2001.” (October 1 Press Release at 2.) Alstom contended in its Press Releases that these liabilities had been disclosed in various footnotes in its Annual Reports. (See October 1 Press Release at 1.) However, “many observers were shocked to discover that Alstom had guaranteed Renaissance’s loans_ Peter Reilly, engineering analyst at Deutsche Bank in London, stated: ‘This appears to have been a contingent liability which was not disclosed in the Alstom report and accounts.’ ” (Compl. ¶ 105.) Alstom’s stock price on September 26, 2001 was $22.71; on September 27, 2001, it was $16.95; on September 28, 2001, it was $15.85; on October 1, 2001, it was $14.92; and by October 3, 2001 was down to $12.35. (See Chart, Alstom Historical Stock Price (June 1, 1999 — August 6, 2003), created from information provided by Yahoo! Finance, included as Ex. 1.1 in the J.A.; Compl. ¶ 108.) An analyst report issued by J.P. Morgan Securities, Ltd. on October 1, 2001 stated: “Alstom has lost EUR2.1 billion in market value since it revealed the exposure to Renaissance Group.... [Ijnvestor focus has shifted to Alstom-specific problems like the high leverage, low cash generation and concern about other potential risks “hidden” in its off-balance sheet liabilities .... We question the quality of the turnaround of the [Marine] division achieved in the last years, as it seems to have happened on the back of vendor financing.” (Compl. ¶ 106 (emphasis removed).) Plaintiffs concede in the Complaint that “the full extent of the guarantees [was disclosed] on October 1, 2001.” (Compl. ¶ 108; see id. ¶¶ 103-07.) In their opposition briefs, however, they contend that they were not “on notice of Alstom’s vendor financing until November 13, 2001, when Alstom filed its financial statements for the first six months of fiscal 2002 with the SEC on Form 6-K.” (Pls.’ Securities Act Opp’n Mem. at 10; see Pis.’ Mem. of Law in Opp’n to the Mots, of the Alstom Defs. to Dismiss Pis.’ Claims Brought Pursuant to the Exchange Act, dated November 19, 2004 (“Pls.’ Exchange Act Opp’n Mem.”), at 83-84 & n. 48.) Plaintiffs’ argument, however, fails to address a vital principle: that “[a]n investor does not have to be on notice of the entire fraud being perpetrated to be on inquiry notice.” Dodds, 12 F.3d at 352. Surely the revelations on September 27 and October 1, 2001 of previously unknown and, at best, vaguely disclosed vendor financing arrangements, the precipitous decline in Alstom’s stock price after those announcements, particularly from September 26 to 27, and the analyst statements referenced in the Complaint, particularly that quoted above issued by J.P. Morgan, would put a reasonable investor on notice that Alstom had engaged in vendor financing and had not adequately disclosed that fact in earlier SEC filings and other public disclosures such as to create a duty of inquiry for investors. As Plaintiffs do not allege having made any inquiry into the facts of the Marine Fraud, the Court finds that as of October 1, 2001, investors were on notice of the Marine Fraud. See LC Capital, 318 F.3d at 154, 156. (b) The Turbine Fraud As stated in the companion opinions issued in this case, the Turbine Fraud concerned Alstom’s alleged concealment of the costs necessary to fix the defects in the GT24/26 turbines, the full extent of which Plaintiffs allege Defendants knew at the time Alstom entered into the joint venture with ABB. The motive for this non-disclosure of the costs is alleged to have been to allow Alcatel and Marconi to sell their Alstom shares at artificially inflated values. Alcatel and Marconi sold a majority of their Alstom shares in the Secondary Offering in February 2001, and had completely divested themselves of their Alstom holdings by June 2001. The Court first addresses the contention of Alstom, the Underwriter Defendants, Mayo and Simpson that once the Plaintiffs were on notice of the Marine Fraud, they should be found to have been on notice of the Turbine Fraud. (See Mem. of Law in Supp. of Alstom’s Mot. to Dismiss, dated September 30, 2004 (“Alstom Mem.”), at 17 (“Once Plaintiffs were on notice of an allegedly false statement in the prospectus, they were on notice that it could contain additional false statements.”); Underwriter’s Mem. at 15 n. 7 (arguing that notice as to the Marine Fraud put Plaintiffs on notice as to “other non-disclosure claims”); Reply Mem. of Law in Supp. of Alstom’s Mot. to Dismiss, dated January 10, 2005 (“Alstom Reply Mem.”), at 6-8; Def. Simpson’s Reply Mem. of Law in Supp. of Defs. Mayo’s & Simpson’s Mot. to Dismiss Pursuant to Rule 12(b)(1) & 12(b)(6), dated January 10, 2005 (“Mayo Reply Mem.”), at 5-7.) The statements noted above concerning the Marine Fraud in no way relate to the allegedly fraudulent conduct claimed to underlie the Turbine Fraud. Alstom’s disclosure that it had concealed having guaranteed loans in its Marine division to certain cruise customers would not by itself place an investor on notice of other undisclosed and unrelated liabilities in an entirely separate division of the company. Although the allegedly misleading financial misstatements were contained in the same documents, i.e., various SEC filings, including the Secondary Offering Prospectus, the financial data claimed to have been false or misleading is entirely different as to each fraud. See Newman, 335 F.3d at 193 (stating that to establish inquiry notice, the “triggering financial data must be such that it relates directly to the misrepresentations and omissions the Plaintiffs later allege in their action against the defendants”). Additionally, that Plaintiffs allege the same motive behind both the Marine and Turbine Frauds does not automatically mean that when Plaintiffs received notice of one aspect of that scheme, they were on notice of the entire scope of the alleged deception where, as here, the fraud involved entirely separate courses of conduct relating to different products of different divisions of the company. Cf Mathews v. Kidder, Peabody & Co., Inc., 260 F.3d 239, 254-55 (3d Cir.2001) (finding that where class included investors in three distinct funds, all of which concerned investment in American real estate in the South and Southwest, at a single company and where plaintiffs alleged a common scheme of fraud as to each fund, inquiry notice as to two of the funds created inquiry notice as to the entire class of investors). Therefore, the Court does not find Defendants’ arguments persuasive as to this issue. The first disclosure alleged in the Complaint relating to the Turbine Fraud occurred on July 31, 2000 in an Alstom Press Release. (Compl. ¶ 91; Press Release, Al-stom, Market Statement (July 31, 2000) (“July 31 Press Release”), included as Ex. F.6 in the J.A.) The July 31 Press Release stated: ALSTOM today announced that it has experienced further technical difficulties in the introduction of new heavy duty gas turbine technology. The first “B” rating version of the Company’s GT24/26 gas turbines are currently being introduced to service. In the past months, technical issues have arisen which are not unusual in the commissioning of new high-tech complex products of this type, and for which modifications have been identified and are being implemented. Recent inspections have revealed a further localized deficiency, which will require component modification on all “B” rating machines. The first modified machines will restart in August 2000. As a result, some GT24B and GT26B projects will experience some start-up and commercial operation delays. ALSTOM is working with each customer to manage their specific issues. The impact of these issues may involve material additional costs. Any such costs will be included in the purchase accounting treatment of t