Full opinion text
DECISION AND ORDER MARRERO, District Judge. TABLE OF CONTENTS I. INTRODUCTION..........................................................443 II. BACKGROUND...........................................................444 III. SECTION 10(b) OF THE EXCHANGE ACT AND RULE 10b-5................444 A. LEGAL STANDARD...................................................444 1. Misleading Statement or Omission....................................445 2. Scienter...........................................................445 a. Motive and Opportunity..........................................446 b. Conscious Misbehavior or Recklessness............................446 3. Causation..........................................................447 B. DISCUSSION.........................................................447 1. Group Pleading.....................................................448 2. Marine Fraud......................................................450 a. Material Misstatements Alleged Concerning the Marine Fraud........450 b. Rule 9(b) Particularity...........................................454 c. Scienter as to Marine Fraud......................................455 (i) Scienter of Alstom ........................................455 (ii) Scienter as to Officer Defendants ...........................459 d. Causation as to the Marine Fraud.................................460 3. ATI Fraud.........................................................461 a. Material Misstatements Alleged Concerning the ATI Fraud..........461 b. Scienter Concerning the ATI Fraud...............................469 . (i) Scienter as to ATI.........................................469 (ii) Scienter as to Alstom......................................470 (a) Motive and Opportunity................................470 (b) Conscious Misbehavior or Recklessness Concerning the ATI Fraud......................................470 (iii) Scienter as to Officer Defendants for the ATI Fraud...........472 c. Causation......................................................473 4. Applicability of Scheme Liability......................................474 IV. SECTION 18 OF THE EXCHANGE ACT....................................477 A. LEGAL STANDARD...................................................477 1. Documents Filed Pursuant to the Exchange Act........................479 2. Actual Reliance.....................................................479 3. Scienter...........................................................480 B. DISCUSSION.........................................................480 1. False or Misleading Statement Contained in a Document Filed Pursuant to the Exchange Act......................................480 a. Documents Filed Pursuant to the Exchange Act.....................480 (i) Form 6-K................................................481 (ii) November 6, 2001 Press Release............................481 (iii) Form F-3...................;............................481 (iv) Forms 20-F..............................................482 b. Filed Documents Containing False or Misleading Statements with Respect to Any Material Fact...................................482 V. SECTION 20(A) OF THE EXCHANGE ACT.................................485 A. LEGAL STANDARD...................................................486 1. Primary Violation...................................................486 2. Control of the Primary Violator.......................................486 3. Culpable Participation...............................................489 a. Plaintiffs Must Plead Culpable Participation........................489 b. Culpable Participation Requires a Showing of At Lease Recklessness.................................................490 B. DISCUSSION.........................................................492 1. Alcatel ............................................................492 a. Primary Violation...............................................492 b. Control........................................................492 c. Culpable Participation...........................................493 d. Conclusion.....................................................493 2. Bilger.............................................................493 a. Primary Violation...............................................493 b. Control........................................................493 c. Culpable Participation...........................................496 d. Conclusion.........................................■............496 3. Newey............................................................496 a. Primary Violation...............................................496 b. Control........................................................497 c. Culpable Participation...........................................498 d. Conclusion.....................................................498 4. Kron..............................................................498 a. Primary Violation...............................................498 b. Control........................................................499 c. Culpable Participation...........................................500 d. Conclusion.....................................................500 5. Jaffre.............................................................500 a. Primary Violation..................:............................500 b. Control........................................................500 c. Culpable Participation...........................................501 d. Conclusion.....................................................501 6. Rambaud-Measson and Janovec......................................501 a. Primary Violation...............................................501 b. Control.........................................................501 c. Culpable Participation...............................•............502 (i) Culpable Participation is Adequately Pled....................504 d. Conclusion.....................................................506 VI. ORDER ..................................................................506 I. INTRODUCTION Lead plaintiffs in this class action 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, asserting numerous jurisdictional, statute of limitations and substantive objections. Because of the breadth of issues raised in their various submissions, the Court considers Defendants’ motions in separate rulings. 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 (“Alstom I”) In re Alstom SA Sec. Litig., 406 F.Supp.2d 346, 2005 WL 3500477 (S.D.N.Y.2005) and the statute of limitations issues raised under Rule 12(b)(6) (“Alstom II”) In re Alstom SA Sec. Litig., 406 F.Supp.2d 402, 2005 WL 3534471 (S.D.N.Y.2005). In this decision, to be referred to as “Alstom III,” the Court addresses Defendants’ motions to dismiss the claims brought under Section 10(b), Section 18, and Section 20(a) of the Exchange Act. II. BACKGROUND All of the background information relevant to this decision is contained in the prior companion opinions issued on this date, Alstom I and Alstom II. Familiarity with those opinions and all factual statements, citations to the record and court filings, and legal determinations contained therein is assumed. III. SECTION 10(b) OF THE EXCHANGE ACT AND RULE 10b-5 A. LEGAL STANDARD An assessment of the sufficiency of a claim of fraud brought under the securities laws implicates a statutory and regulatory framework involving Section 10(b) of the Exchange Act, Rule 10b-5, Federal Rule of Civil Procedure 9(b) (“Rule 9(b)”) and the pleading standards required by the Private Securities Litigation Reform Act (the “PSLRA” or the “Act”). In pertinent part, Section 10(b) of the Exchange Act declares it unlawful for any person, directly or indirectly, by the use of any means of interstate commerce, the mails, or national securities exchange: to use or employ, in connection with the purchase or sale of any security registered on a national securities exchange or any security not so registered, any manipulative or deceptive device or contrivance in contravention of such rules and regulations as the [Securities and Exchange] Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors. 15 U.S.C. § 78¡j(b). Rule 10b-5, promulgated by the Securities and Exchange Commission (the “SEC”) to implement Section 10(b), “more specifically delineates what constitutes a manipulative or deceptive device or contrivance.” Press v. Chemical Inv. Servs. Corp., 166 F.3d 529, 534 (2d Cir.1999). Under Rule 10b-5, it is unlawful for any person, directly or indirectly, by the use of any means specified in Section 10(b): (a) To employ any device, scheme, or artifice to defraud, (b) To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or (c) To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person, in connection with the purchase or sale of any security. 17 C.F.R. § 240.10b-5 (1999). When allegations of securities fraud are premised on misleading statements, plaintiffs must plead facts demonstrating a violation of Section 10(b) and Rule 10b-5(b). To state a claim for relief under these provisions, plaintiffs must allege that the defendant “made a materially false statement or omitted a material fact, with scienter, and that the plaintiffs reliance on the defendant’s action caused injury to the plaintiff.” Ganino v. Citizens Utils., Co., 228 F.3d 154, 161 (2d Cir.2000). Plaintiffs’ pleadings in cases alleging violations of Section 10(b) and Rule 10b-5 must also satisfy the heightened pleading requirements set forth in Federal Rule of Civil Procedure 9(b) (“Rule 9(b)”), which requires that “in all averments of fraud or mistake, the circumstances concerning fraud and mistake shall be stated with particularity.” Fed.R.Civ.P. 9(b). In addition, the passage of the PSLRA in 1995 altered the landscape of securities litigation by, among other things, requiring that plaintiffs alleging securities fraud specify each statement that they contend is misleading and the reason that the statement is misleading, and that they particularize pleadings as to scienter. See Pub.L. No. 104-67, 109 Stat. 737 (1995) (codified at 15 U.S.C. §§ 77k, 77l, 77z-l, 77z-2, 78a, 78j-1, 78t, 78u, 78u-4, 78u-5). The enhanced pleading standards of the PSLRA are set forth in sections 21D(b)(1) and 21D(b)(2) of the Act. Section 21D(b)(1) requires that in connection with any private action arising under the statute in which plaintiffs allege to have been misled by defendants’ untrue statements or omissions of material fact the complaint shall specify each statement alleged to have been misleading, the reason or reasons why the statement is misleading, and, if an allegation regarding the statement or omission is made on information and belief, the complaint shall state with particularity all facts on which that belief is formed. 15 U.S.C. § 78u-4(b)(1) (“Subsection (b)(1)”). Section 21D (b)(2) mandates that in actions under the statute in which the plaintiff may recover money damages only on proof that the defendant acted with a particular state of mind, the complaint shall, with respect to each act or omission alleged to violate this title, state with particularity facts giving rise to a strong inference that the defendant acted with the required state of mind. 15 U.S.C. § 78u-4(b)(2) (“Subsection (b)(2)”). Section 21D(b)(3)(A) mandates dismissal of complaints which fail to satisfy the pleading standards promulgated in Subsections (b)(1) and (b)(2). See 15 U.S.C. § 78u-4(b)(3)(A) (“Subsection (b)(3)(A)”). In combination, these statutes and rules set forth the hurdles a plaintiff must clear in order to state a claim for a Section 10(b) violation. 1. Misleading Statement or Omission As noted above, a plaintiffs first obligation in pleading a securities fraud claim based on misrepresentations is to allege that the defendant made a false or misleading statement, or an omission of material information. See Acito v. IMC-ERA Group, 47 F.3d 47, 52 (2d Cir.1995). Whether information is material is evaluated from the viewpoint' of a reasonable investor: [T]here must be a substantial likelihood that the disclosure of the omitted fact would have been viewed by the reasonable investor as having significantly altered the “total mix” of information made available. Basic Inc. v. Levinson, 485 U.S. 224, 231-32, 108 S.Ct. 978, 99 L.Ed.2d 194 (1988) (quoting TSC Indus. v. Northway, Inc., 426 U.S. 438, 449, 96 S.Ct. 2126, 48 L.Ed.2d 757 (1976)). Furthermore, allegations of omission will not support a claim for securities fraud unless the defendant had a duty to disclose the information. The Second Circuit has held that “one circumstance creating a duty to disclose arises when disclosure is necessary to make prior statements not misleading.” In re Time Warner, Inc. Sec. Litig., 9 F.3d 259, 268 (2d Cir.1993). 2. Scienter The PSLRA requires that the complaint allege sufficient facts to support a “strong inference” of the requisite state of mind. A plaintiff can fulfill this scienter requirement through one of two methods: “(a) by alleging facts to show that defendants had both motive and opportunity to commit fraud, or (b) by alleging facts that constitute strong circumstantial evidence of conscious misbehavior or recklessness.” Kal-nit v. Eichler, 264 F.3d 131, 138-39 (2d Cir.2001) (quotation marks and internal citations omitted). In the Second Circuit, plaintiffs bringing claims under Section 10(b) and Rule 10b-5 have long been required to state with particularity “facts that give rise to a strong inference of fraudulent intent.” Acito, 47 F.3d at 52. Thus Congress, in passing the PSLRA, codified the “strong inference” pleading standard for scienter that was established in this Circuit. See Novak v. Kasaks, 216 F.3d 300, 308 (2d Cir.2000); In re Interpublic Sec. Litig., No. 02 Civ. 6527, 2003 WL 21250682, at *10 (S.D.N.Y. May 29, 2003) (“The PSLRA raised the nationwide pleading standard for securities fraud but did not alter the level of pleading previously required by the Second Circuit.” (citations omitted)). Though the No-vak court explicitly noted that lower courts and litigants “need and should not employ or rely on magic words such as ‘motive and opportunity,’ ” it did advise that this Circuit’s case law “may be helpful in providing guidance as to how the ‘strong inference’ standard may be met.” Novak, 216 F.3d at 311. In practice, courts in this Circuit have continued, in the wake of the PSLRA’s passage, to evaluate pleadings for facts demonstrating either (i) motive and opportunity, or (ii) conscious misbehavior or recklessness, and to look to this Circuit’s case law from both before and after the PSLRA’s passage for guidance when undertaking this analysis. See Kal-nit, 264 F.3d at 138-139 (specifically noting that the Second Circuit’s two methods for proving scienter survive the passage of the PSLRA). a. Motive and Opportunity In order to support a “strong inference” of fraudulent intent, plaintiffs’ allegations of motive must “entail concrete benefits that could be realized by one or more of the false statements and wrongful nondisclosures alleged.” Kalnit, 264 F.3d at 138-139 (internal citations omitted). Motives that can be ascribed to “virtually all corporate insiders,” or “any publicly owned, for profit endeavor” are not sufficient to support a claim of fraud. Id.; Chill v. General Elec. Co., 101 F.3d 263, 267 (2d Cir.1996). Examples of general motives which fail to support a strong inference of scienter include “(1) the desire for the corporation to appear profitable and (2) the desire to keep stock prices high to increase officer compensation.” Kalnit, 264 F.3d at 139. b. Conscious Misbehavior or Recklessness Where plaintiffs fail to allege scienter through motive and opportunity, the securities fraud claim may still be sufficiently stated by allegations demonstrating “strong circumstantial evidence of conscious misbehavior or recklessness.” Id. at 138-39 (internal citations omitted). As set forth in In re Carter-Wallace, Inc. Sec. Litig., To survive dismissal under the conscious misbehavior theory, the [plaintiffs] must show that they alleged reckless conduct by the [defendants], which is, at the least, conduct which is highly unreasonable and [] represents an extreme departure from the standards of ordinary care to the extent that the danger was either known to the defendant or so obvious that the defendant must have been aware of it. 220 F.3d 36, 39 (2d Cir.2000) (internal citations omitted); see also Chill, 101 F.3d at 269 (noting that in some cases “[a]n egregious refusal to see the obvious, or to investigate the doubtful” may give rise to an inference of recklessness (quoting Goldman v. McMahan, Brafman, Morgan & Co., 706 F.Supp. 256, 259 (S.D.N.Y.1989))). The concept of recklessness necessarily introduces imprecision and matters of degree into measures of culpability in actions brought under Rule 10b-5. See Novak, 216 F.3d at 308 (“Recklessness is harder to identify with such precision and consistency.”). Nonetheless, concrete guidance can be gleaned by looking to the facts in cases in which pleadings have been analyzed for allegations constituting recklessness on the part of the defendants. In Novak, the Second Circuit reviewed this Circuit’s pre-PSLRA case law in order to give further content to the recklessness analysis. The court specifically highlighted cases in which the factual allegations demonstrated that defendants (1) possessed knowledge of facts or access to information contradicting their public statements; or (2) “failed to review or check information that they had a duty to monitor, or ignored obvious signs of fraud.” Id. at 308 (internal citations omitted); see also Livent II, 151 F.Supp.2d at 412. The Circuit Court cautioned, however, that its jurisprudence concerning securities fraud based on reckless conduct encompassed certain important limitations on the scope of liability. First, the court has refused to allow plaintiffs to proceed with allegations of “fraud by hindsight.” No-vak, 216 F.3d at 309 (citing Stevelman v. Alias Research Inc., 174 F.3d 79, 85 (2d Cir.1999)); Acito, 47 F.3d at 53 (allegations that defendants should have anticipated future events and made earlier disclosures did not suffice to make out a claim of fraud). Second, corporate managers are not obligated to portray business performance and prospects in unduly cautious or gloomy terms in public pronouncements, as long as their representations are consistent with reasonably available data. See Novak, 216 F.3d at 309 (citing Stevelman, 174 F.3d at 85; Shields v. Citytrust Bancorp, 25 F.3d 1124, 1129-30 (2d Cir.1994)). Third, the Novak court reaffirmed limits on the scope of liability for failure to monitor alleged fraudulent conduct of third persons or, more relevant in this case, corporate subsidiaries. See Novak, 216 F.3d at 309; Chill, 101 F.3d at 269-70 (failure of a parent company to regard the extraordinary profitability of its subsidiary as signaling problems compelling further investigation does not constitute adequate grounds for a finding of recklessness sufficient for liability under Section 10(b)). 3. Causation Finally, to state a claim for securities fraud, a plaintiff must plead both transaction causation and loss causation. See Lentell v. Merrill Lynch & Co., 396 F.3d 161, 172 (2d Cir.2005). Transaction causation requires a showing that the plaintiff “relied upon defendant’s allegedly fraudulent conduct in purchasing or selling securities,” while loss causation is pled through facts alleging “that defendant’s conduct caused, at least in part, plaintiffs loss.” In re GeoPharma, Inc. Sec. Litig., No. 04 Civ. 9463, 2005 WL 2431518, at *6, n. 86 (S.D.N.Y., Sept.30, 2005). The Second Circuit has recently elaborated on the loss causation element, finding that a plaintiff must allege that “the loss be foreseeable and that the loss be caused by the materialization of the concealed risk.” Lentell, 396 F.3d at 173. B. DISCUSSION The Complaint alleges Section 10(b) violations against a number of Defendants in connection with their roles in the Marine Fraud, the Turbine Fraud and the ATI Fraud. Specifically, Plaintiffs have alleged Section 10(b) violations against: Al-stom, Alstom USA, ATI, Alcatel and the Officer Defendants (Bilger, Newey, Kron, Jaffre, Milner, Janovec and Rambaud-Measson). Many of these claims have been disposed of in the Court’s statute of limitations ruling, which held that all claims relating to the Turbine Fraud are time-barred, and that all claims against Alcatel, ATI, Alstom USA, and Milner relating to the Marine Fraud are also time-barred. See Alstom II, Section IV. B.2. In addition, because Plaintiffs have alleged no facts regarding Alcatel’s role in the ATI Fraud, in which no misleading statements were made until November of 2002, which was more than a year after Alcatel had sold all of its shares in Alstom, there are no grounds supporting Section 10(b) liability against Alcatel for the ATI Fraud. Therefore, this claim is also dismissed. Thus the only remaining Section 10(b) claims are against (i) Alstom and the Officer Defendants (with the exception of Milner) in connection with both the Marine Fraud and the ATI Fraud, and (ii) ATI and Alstom USA as regards the ATI Fraud. The Court will first address the overarching issue of group pleading, and will then turn to the remaining Section 10(b) claims relating to the Marine Fraud and the ATI Fraud. 1. Group Pleading While Plaintiffs have alleged specific misstatements on the part of some of the Officer Defendants, they make no such allegations with regal'd to other Officer Defendants. In addition, the only misleading statement attributed directly to Kron by Plaintiffs relates only to the Turbine Fraud. (See Compl. ¶ 277.) As the Court has dismissed claims relating to that fraud as untimely, there are no remaining statements which Kron is alleged to have made directly. The Complaint alleges, however, that the Officer Defendants are liable for the false and misleading statements which were published by the “group,” as the Officer Defendants “were responsible for creating, reviewing, and/or approving” the statements “before they were disseminated to the investing public.” {Id. ¶ 371.) Defendants, relying on Southland Securities Corp. v. INSpire Insurance Solutions, Inc., 365 F.3d 353 (5th Cir.2004), as well as numerous cases in this District, contend that group pleading has been foreclosed by the enactment of the PSLRA, in light of its language requiring that untrue statements or omissions be set forth with particularity as to “the defendant,” as opposed to “the defendants.” 15 U.S.C. § 78u-4(b). The Court rejects this contention. The group pleading doctrine arose out of recognition that “plaintiffs charging fraud with respect to corporate utterances seldom have access, prior to the commencement of discovery, to information permitting identification of the particular officers, directors and employees who bear personal responsibility for the utterances in question,” and thus courts have allowed plaintiffs, for pleading purposes only, to “rely on a presumption that statements in prospectuses, registration statements, annual reports, press releases and other group published information, are the collective works of those individuals with direct involvement in the everyday business of the company.” In re BISYS Sec. Litig., 397 F.Supp.2d 430, 438 (S.D.N.Y. 2005) (internal citations omitted). This Court finds that this reasoning remains cogent and that the group pleading doctrine has survived the passage of the PSLRA. See id. at 439 n. 42 (collecting cases permitting group pleading after the passage of the PSLRA). pleading doctrine against a particular defendant the complaint must allege facts indicating that the defendant was a corporate insider, with direct involvement in day-to-day affairs, at the entity issuing the statement. See id. at 440-41; In re Oxford Health Plans, Inc. Sec. Litig., 187 F.R.D. 133, 142 (S.D.N.Y.1999). Here, Plaintiffs allege that each of the Officer Defendants held a high level position with the company during some portion of the class period, but none of the named Officer Defendants held those positions for the entire duration of the class period. For statements to be attributable to the Officer Defendants individually, the Complaint must allege that the statements were made at a time when the particular defendant held a high level position indicating that he was an insider, with direct involvement in day-to-day affairs, at the entity issuing the statement. See In re Flag Telecom Hldgs., Ltd. (“Flag I"), 308 F.Supp.2d 249, 266 n. 7 (S.D.N.Y.2004). Accordingly, the Court will apply the group pleading doctrine to the Officer Defendants only with respect to statements made during the portion of the class period in the course of which each particular defendant held such a position. See In re BISYS, at 441. Specifically, Plaintiffs can invoke the group pleading doctrine against Bilger only as to statements made by Alstom between the beginning of the class period and January 1, 2003, during which time he served as CEO for Alstom. {See Compl. ¶ 39.) Plaintiffs can invoke the doctrine against Jaffre with respect to statements made by Alstom between July of 2002 and the close of the class period, during which time he served as CFO of Alstom. (Id. ¶ 41.) Jaffre joined the company in February of 2002 as an Advisor to then CEO Bilger. {Id.) However, because the Complaint does not specifically allege facts indicating that Jaffre was an insider who would have had a significant corporate role in the drafting of group-published information prior to his appointment to the CFO position, the Court limits the applicability to the doctrine to Jaffre to the time period beginning in July 2002 and ending at the close of the class period. The position of “Advisor to the CEO” is not, without any further description of official duties and relationships to other corporate officers and functions, a sufficiently high-level position to enable the Court to infer insider status. Plaintiffs can invoke the doctrine against Kron with respect to statements made by Alstom between January 1 of 2003 and the close of the class period, during which time he served as CEO of Alstom, replacing Bilger. {Id. ¶ 40.) The Complaint also alleges that Kron was appointed to the Board in July of 2001, and that he served on the Audit Committee of the Board “during the Class Period.” (Id.) Allegations of membership on an Audit Committee may, in certain circumstances, provide a basis for liability under the group pleading doctrine, but here the allegation as to Kron’s membership on the Audit Committee is too vague, both as to Kron’s particular role on the Audit Committee and the timeframe of his service, to allow group pleading to be invoked. Plaintiffs can invoke the.doctrine against New-ey with respect to statements made by Alstom between the beginning of the class period and July 3, 2002, during which time he served as Senior Executive Vice President and CFO of Alstom. (Id. ¶ 42.) Finally, both Janovec and Rambaud-Measson are alleged to have held high level positions at ATI (Vice President of Finance and Senior Vice President respectively) until June 30, 2003, when they were suspended pending the investigation of the alleged accounting improprieties at ATI. (Id. ¶¶ 44 — 45.) The Complaint does not include any allegations suggesting that these ATI officers were insiders of Alstom, or had day-to-day involvement in the affairs of the parent company, which is separated from its ATI subsidiary by several levels of corporate organization. (See id. ¶¶ 37, 38.) Thus, the Court finds that the group pleading doctrine may not be invoked to hold these defendants liable for the statements of Alstom. Further, as is discussed in detail in Section III.B.3.a (Material Misstatements Alleged Concerning the ATI Fraud), infra, absent more particularized pleading in this regard, the Court declines to extend the group pleading doctrine to hold Janovec and Ram-baud-Measson accountable for any statements which are found to be attributable to ATI. While group pleading allows Plaintiffs to rely on the presumption that certain types of statements (prospectuses, registration statements, annual reports, press releases and other group published information) were made by the Officer Defendants, there is no corresponding pre- sumption as to the state of mind of the Defendants with regard to the statements. Thus, though “the group pleading doctrine may be sufficient to link the individual defendants to the allegedly false statements, [Plaintiffs]- must also allege facts sufficient to show that the Defendants had knowledge that the statements were false at the time they were made.” In re Citigroup, Inc. Sec. Litig., 330 F.Supp.2d 367, 381 (S.D.N.Y.2004). In the section of the opinion addressing the particular fraud to which Defendants’ statements relate, the Court will analyze the scienter of the Officer Defendants with regard to the statements that they are properly alleged to have made. 2. Marine Fraud a. Material Misstatements Alleged Concerning the Marine Fraud As the fastest growing business at Alstom in 1999 through 2000, the company’s Marine division sales drew positive analyst and investor attention during this period. (See Compl. ¶ 71.) Alstom’s growth in this area was fueled in significant part by Renaissance’s orders for eight cruise ships, which were delivered during the time period between June 1998 and February 2001. (See id. ¶ 73.) Purchases of ships by other cruise lines such as Royal Carribean Limited, Princess Cruises, Festival Cruises, and Radisson Seven Seas France also contributed to Alstom’s remarkable growth. (See id. ¶¶ 163-64, 183-84). This growth included an increase in sales from € 830 million in 1999 to € 1.3 billion in 2000, as well as a dramatic upturn in the Marine division’s operating income, from €25 million in 1999 to €70 million in 2000. (Id. ¶¶ 71-72.) Plaintiffs allege that Alstom’s failure to disclose the important fact that Alstom itself was the guarantor of loans used by Renaissance and other cruise lines to purchase Alstom’s ships (through what are known as “vendor financing” arrangements) amounts to a material omission. (See, e.g., id. ¶ 103-08.) Plaintiffs also allege that, by failing to disclose the loan guarantees extended to Renaissance and other customers, Alstom violated U.S. GAAP, in particular the provisions regarding proper accounting for contingencies. (Id. ¶¶ 138-43.) Alstom’s response argues that (i) the company disclosed the vendor financing arrangements in certain SEC filings, and (ii) Plaintiffs’ allegations amount to pleading fraud by hindsight. Specifically, the Complaint alleges that the statements Alstom made regarding the Marine division in each of its 1999, 2000, and 2001 Forms 20-F, as well as a number of press releases, and the 2001 Form F-3 Registration Statement (filed with the SEC in connection with the Secondary Offering), were materially misleading. (See, e.g., id. ¶¶ 103-04, 165-71, 211-12.) The failure to disclose is also alleged to have significantly impacted the public’s perception of the company’s debt profile. While the large number of misstatements alleged in the Complaint precludes a description of each statement here, examples from Al-stom’s 1999 Form 20-F convey the tone of the statements at issue. The 1999 Form 20-F lists six Renaissance cruise ships on a list of “Current Significant Orders” for the company’s biggest shipyard. (Id. ¶ 164.) The 1999 Form 20-F also includes the following statements about the cruise ship industry and Alstom’s business with Renaissance: (1) “During 1998, firm orders were received worldwide for 17 cruise ships and 12 ships were delivered” (Id. ¶ 163); (see also Alstom’s Form 20-F, Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, for the fiscal year ended March 31, 1999, filed with the SEC on August 3, 1999 (“1999 Form 20-F”), at 46-47, included as Ex. A.1 in the J.A.), (2) “While three principle [sic] groups of cruise ship operators ... continue to dominate the market for very large ships, recent orders of medium-size ships have noticeably expanded the luxury market, which until recently was underdeveloped. The best example of this growth is the increase in fleet development by [Renaissance] Cruises Inc. and by Radisson Seven Seas” (Id.), (3) “Alstom has focused on cruise ships and ranks third in that industry worldwide, based upon its delivery of 14 cruise ships since 1987” (Id.), and (4) “Recent cruise ship deliveries include the R.One and R.Two for Renaissance, delivered in June 1998 and November 1998, respectively” (id.). Plaintiffs allege that statements of a similar nature regarding Alstom’s cruise ship orders were included in Alstom’s 2000 and 2001 Forms 20-F, as well as a number of press releases. (See, e.g., id. at ¶¶ 170-71, 183-84, 205, 215.) The Registration Statement filed by Alstom in connection with the Secondary Offering reported that the Marine division had been “awarded orders for three major cruise ships,” going on to state that: “Consequently, the order backlog stands at a record level of € 3.9 billion and comprises 12 cruise ships, two high speed ferries and two surveillance frigates.” (Id. ¶ 205.) Alstom argues that its marine vendor financing arrangements were disclosed in the Consolidated Financial Statements included in its 1999, 2000 and 2001 Forms 20-F, which were filed with the SEC. Al-stom points to language in a footnote titled “Financing Arrangements,” which appears, with nearly identical text, in each of the 1999, 2000, and 2001 Forms 20-F. In the 1999 Form 20-F, the footnote appears 102 pages after the rosy statements cited by Plaintiffs in their allegations, and never mentions Renaissance or any other particular cruise ship company, or the term “vendor financing.” Specifically, the footnote states, under the heading “Leasing Entities,” that Alstom has “eight special purpose leasing activities, relating to seven cruise liners and sixty locomotives.” (1999 Form 20-F, Note 21, at F-29, at 151.) The footnote also contains a table of “summarized combined balance sheets for [the] special leasing companies[J” which includes a line item for “borrowings.” Id. The text following the table states the amounts of “leasing activities directly financed” by the company, and also states the total amount for borrowings which are insured. Id. Alstom also points to a footnote appearing in its 1999, 2000, and 2001 Forms 20-F, setting forth the company’s “Commitments and Contingencies,” which lists the amounts of “guarantees given on financial debt.” (See, e.g., 1999 Form 20-F, Note 24 at F-36, at 158.) There is no further description of what these guarantees relate to, or whose debt the footnote refers to. See id. There is no indication that this number is related to Marine division customers. See id. Alstom argues that these footnotes constitute sufficient disclosure about the cruise ship financing arrangements. The Court finds that a reasonable investor would indeed be interested in knowing that Alstom, which had issued buoyant reports about its Marine division’s orders and sales, was also the guarantor of the substantial loans Renaissance and other Marine division customers were using to pay for the ships they purchased from Alstom, and would view those commitments, if known, as altering the “total mix” of information made available about Alstom’s finances. Basic, 485 U.S. at 23132, 108 S.Ct. 978; In re Time Warner, 9 F.3d at 268 (“A duty to disclose arises whenever secret information renders prior public statements materially misleading[.]”) Contrary to Alstom’s assertions, the vaguely worded footnotes appearing in each of the 1999, 2000 and 2001 Forms 20-F cannot be deemed adequate disclosure of the vendor financing arrangements, as an investor would not know from reading the footnotes the critical underlying information about Alstom’s vendor financing relationship with Renaissance and the other cruise lines to which it had extended financing. Specifically, the footnotes say nothing about the identity and financial soundness of the ship companies whose loans were being guaranteed, the size of the underlying financing provided to these specific customers, or the effect of those contingent liabilities on Alstom’s own liquidity and overall business condition. Indeed, the Complaint alleges that financial professionals were taken by surprise following Alstom’s initial press release explaining its exposure in the aftermath of the Renaissance bankruptcy. (See Compl. ¶¶ 104-06 (citing a Reuters report which quoted a Paris-based broker saying: “We didn’t know Alstom was involved in credit guarantee [sic] for its ships,” and quoting a Deutsche Bank engineering analyst as stating: “This appears to have been a contingent liability which was not disclosed in the Alstom report and accounts.”).) As discussed above, an omission is actionable when the failure to disclose renders a statement misleading. See In re Time Warner, 9 F.3d at 268. Here, Alstom’s affirmative statements regarding its robust cruise ship sales were rendered misleading by the omission of information about Alstom’s role in financing the purchases by Renaissance and other Marine division customers. One analyst report quoted in the Complaint succinctly summarizes the relevance of the vendor financing to Alstom’s affirmative statements about its Marine division growth, stating that in light of the eventual vendor financing disclosures, “we question the quality of the turnaround the [Marine division] achieved in the last years, as it seems to have happened on the back of vendor financing.” (Comply 106). Alstom’s statements about Renaissances’s orders, as well as those of other cruise lines, indicated strong demand for Alstom’s ships, without disclosing that this demand was in fact bolstered by Alstom’s own financing of the cruise line companies’ loans. The omission of adequate disclosure of the loan financing “affirmatively creat[ed] an impression of a state of affairs that differ[ed] in a material way from the one that actually exist[ed],” and therefore it is actionable. Brody v. Transitional Hosps. Corp., 280 F.3d 997, 1006 (9th Cir.2002). Alstom next argues that even if the footnote included in the Forms 20-F did not constitute adequate disclosure of the vendor financing arrangements, Plaintiffs’ pleading still fails because the company was not obligated to provide detailed disclosure of the financing, and its failure to do so only becomes material with the benefit of hindsight. The Second Circuit has held that “[Corporate officials need not be clairvoyant; they are only responsible for revealing those material facts reasonably available to them.” Novak, 216 F.3d at 309 (internal citations omitted). Alstom argues that Renaissance’s collapse following the terrorist attacks of September 11, 2001, and its subsequent (and nearly immediate) bankruptcy filing could not have been anticipated by Alstom when it failed to disclose the vendor financing arrangements with Renaissance. Following this reasoning, Alstom claims that its failure to disclose cannot support liability; as the company could not have known the significance of the omissions prior to September 11, 2001 and the bankruptcy, and any allegation that it should have constitutes a pleading of fraud by hindsight. The Court disagrees. The duty to disclose the omitted vendor financing arrangements did not hinge on Renaissance’s eventual bankruptcy filing. The material information omitted by Al-stom was that its strong sales of cruise ships to Renaissance and other companies was facilitated by its financing of loans for those purchasers. The omission may have mislead investors both as to the actual market demand for Alstom’s ships as well as to the risk exposure that the financing had created for the company and the actual amount of potential liabilities Alstom had outstanding, and thus Alstom’s true financial picture. This alleged deception, in itself, gave rise to the duty to disclose. See In re Time Warner, 9 F.3d at 268. That the risk was realized after Renaissance’s bankruptcy filing is not the determining consideration as to whether or not the information should have been disclosed. Rather, the realization of the risk is, at least in part, the cause of the losses Plaintiffs allege. b. Rule 9(b) Particularity Alstom also argues that Plaintiffs have failed to meet the pleading requirements set forth in Rule 9(b) with regard to the alleged misleading statements. Rule 9(b) requires that, with regard to claims of fraud, the Complaint “(1) specify the statements that the plaintiff contends were fraudulent, (2) identify the speaker, (3) state where and when the statements were made, and (4) explain why the statements were fraudulent.” Rombach v. Chang, 355 F.3d 164, 170 (2d Cir.2004). Alstom argues that the Complaint fails to “explain why the statements made were fraudulent” because the Complaint uses nearly identical boilerplate explanations as to why each of the alleged statements regarding the company’s Marine division was misleading. (See Alstom Mem., at 29-30.) The Complaint, following each statement by Alstom it alleges to be misleading as it relates to the Marine division, includes the following explanation as to why the statement was misleading: “[The statements] were materially false and misleading because, unbeknownst to the investing public, Alstom had artificially inflated demand for its cruise ships by secretly guaranteeing hundreds of millions of euros in loans third parties made to Renaissance and other Alstom customers for the purchase of Al-stom ships. Thus, the orders and backlog for Alstom cruise ships reflected financing offered to financially unstable customers, not strong demand for Alstom’s ships.” (See, e.g., Compl. ¶ 188.) When the misstatement alleged by Plaintiffs appears in a financial statement, the explanation then refers the reader to the section of the Complaint outlining Defendants’ alleged GAAP violations. (See, e.g., id. ¶ 216.) The Court finds that this method of pleading is adequate to meet the requirements of Rule 9(b). The explanation given by Plaintiffs may be boilerplate, but it nonetheless adequately describes the fraud alleged and the misleading aspects of the statements. Although the Complaint, which spans 135 pages, may be cumbersome in its organization, it must be looked at in its entirety for the sufficiency of its allegations. The pleadings must be read in the light most favorable to Plaintiffs, and reasonable inferences must be drawn in their favor. Here, while the boilerplate explanation as to why the statements are misleading is conclusory in itself, facts supporting its basis are pled in separate sections of the Complaint. (See, e.g., Compl. at ¶¶ 104-06, 138-43, 292-96 (pleading facts demonstrating that loan guarantees were not disclosed, that demand for cruise ships was fostered by financing arrangements, and that Renaissance was financially unstable.).) These allegations are sufficient to meet the pleading requirements of Rule 9(b), as support for the charge that defendant’s statements were misleading. See In re Tyco Int’l, Ltd. MDL Litig., No. MDL 02-1335-B, 02-266-B, 2004 WL 2348315, at *9 (D.N.H. Oct.14, 2004) (finding that though difficult to decipher, the Complaint, which “list[ed] all misleading statements in one section but describ[ed] accounting schemes that make statements misleading in different sections” complied with PSLRA’s requirement that plaintiff explain why each specifically identified statement is misleading). Further, Plaintiffs’ pleading technique is sufficient to address the policy considerations underlying Rule 9(b), which are: “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 á defendant against the institution of a strike suit.” Shields, 25 F.3d at 1128. c. Scienter as to Marine Fraud (i) Scienter of Alstom It is not enough for Plaintiffs to have adequately pled a harmful omission on the part of Alstom; for the non-disclosure to be actionable they must also allege facts giving rise to a strong inference of fraudulent intent. The Complaint alleges scienter as to Alstom through both methods of pleading available to Plaintiffs: (i) motive and opportunity, and (ii) conscious misbehavior or recklessness. Alstom argues that the Complaint fails to allege sufficient facts to support its claim under either of the two methods. While allegations of scienter are governed by the heightened pleading requirements of the PSLRA and Rule 9(b), “[wjhether a given intent existed is generally a question of fact.” Press, 166 F.3d at 538 (noting also that “[t]he Second Circuit has been lenient in allowing scienter issues to withstand summary judgment based on fairly tenuous inferences.”). In addition, where the question of intent is at issue, matters are “peculiarly within the defendant’s knowledge,” and thus Rule 9(b)’s pleading standards are less stringent. Liberty Ridge LLC v. RealTech Sys. Corp., 173 F.Supp.2d 129, 136 (S.D.N.Y.2001). When viewing the pleadings in the light most favorable to Plaintiffs and drawing all reasonable inferences in their favor, it is at least arguable that Alstom deliberately omitted adequate information about its vendor financing arrangements from its public statements, and thus portrayed the performance of its Marine division far more favorably than the full facts warranted. In cases in which scienter is-pled in part by alleging that the defendant “knew facts or had access to information suggesting that their public statements were not accurate,” the scienter analysis is closely aligned with the analysis as to misleading statements. Flag I, 308 F.Supp.2d at 259 (citing Novak, 216 F.3d at 311). The Court must consider the misstatement “and determine whether plaintiff has pleaded facts demonstrating that the statement or omission was false or misleading and that [the defendant] had access to information indicating that it was.” Id. Here, Plaintiffs have alleged that Alstom, because it was the entity executing the financing arrangements, had access to information about those arrangements and chose not to disclose them to the public. (See Compl. ¶ 292.) In these circumstances, Alstom “knew or, more importantly, should have known that they were misrepresenting material facts related to the corporation,” and scienter is adequately pled. Novak, 216 F.3d at 308 (internal citations omitted). The Court notes that, while not necessary to substantiate the finding of scienter, Plaintiffs’ allegations as to Alstom’s knowledge of Renaissance’s precarious financial condition further bolster their claims asserting recklessness and conscious misbehavior. In various sections of the Complaint, Plaintiffs allege that Alstom “knew that Renaissance was likely to default because of lost business and poor pricing decisions.” (Compl. ¶ 292, see also id. ¶ 107.) The facts alleged to support this claim include: (1) in the late 1990s Renaissance made a business decision to pursue direct bookings, alienating travel agents in the process, which resulted in reduced earnings for the company in 1999 and 2000, (2) because of these losses, Renaissance was restructured in 2001, through a deal with Malvern Maritime (an investment concern of which Alstom was a beneficial owner) and a subsidiary of Credit Suisse First Boston, (3) even after the restructuring, analysts believed that Renaissance’s long term debt exceeded one billion dollars, and (4) analyst reports and quotes indicated that the bankruptcy was not surprising, as Renaissance was debt-ridden and had been losing money. (Compl.¶¶ 293-295.) These factual allegations demonstrate that Alstom’s failure to disclose the loan guarantees became increasingly unreasonable as its alleged awareness of Renaissance’s financial troubles increased. The risks associated with extending hundreds of millions of euros of guarantees to a financially unstable customer, sales to whom had fueled tremendous growth in the company’s fastest growing division, are significant. Furthermore, the facts describing Alstom’s increasing access to information about Renaissance’s financial condition suggest that Alstom was aware that its financing arrangements posed an expanding risk to the company. This risk is “the danger” which was allegedly known to Alstom and which was “highly unreasonable” for the company to not disclose. In re Carter-Wallace, 220 F.3d at 39 (internal citations omitted) (recklessness is alleged by facts demonstrating that “the danger was either known to the defendant or so obvious that the defendant must have been aware of it.”). Thus, it became more and more reckless for Alstom to continue to tout the sales of its Marine division as the attendant risks mounted and were not publicly revealed. Furthermore, even if Alstom was not aware of Renaissance’s instability early in the relationship, Plaintiffs have alleged sufficient facts to raise a strong inference that Alstom should have known of the risk Renaissance faced by the middle of 2001. In light of this awareness, the failure of Alstom to disclose the loan guarantees in its 2001 Form 20-F, filed in July of 2001, while boasting about the success of its Marine division in that document, was sufficiently egregious to satisfy the recklessness prong of the scien-ter test. (See Compl. ¶ 215.) (ii) Scienter as to Officer Defendants With regard to the individual defendants, the Court finds that scienter for the Marine Fraud has been adequately pled as to Bilger and Newey, based on allegations of strong circumstantial evidence of conscious misbehavior. Plaintiffs have alleged that Bilger and Newey, as CEO and CFO of Alstom, signed SEC filings containing misrepresentations regarding the Marine division. (Compl.¶¶ 162, 183, 204, 215.) Plaintiffs have also alleged that the Marine division was extremely important to Alstom as it was the company’s fastest growing unit, and also because the favorable perception of this division allowed Alstom to borrow money it needed to finance its other business. (See Compl. ¶¶ 71 -72.) In order to sign the SEC filing documents, Bilger and Newey had a “duty to familiarize themselves with the facts relevant to the core operations of [Alstom].” Teamsters Local Freight Div. Pension Fund v. Bombardier Inc., et al, 05 Civ. 1898, 2005 WL 2148919, at *63 (S.D.N.Y. September 6, 2005). Given the extent of the vendor financing (allegedly € 1.2 billion for Marine division customers), and the importance of the Marine division to Alstom’s overall profile and liquidity during the relevant period, Bilger and Newey should have been aware of the loan guarantees. See id.; see also Cosmas v. Hassett, 886 F.2d 8, 13 (2d Cir.1989) (finding that defendants’ statement that sales to the People’s Republic of China constituted a significant new source of revenue for the company gave rise to a strong inference that the directors of the company knew of that country’s import restrictions since they “eliminated a potentially significant source of income for the company”). The Complaint’s allegations as to the direct involvement of both Newey and Bilger in the day-to-day operations of the company (see Compl. ¶ 366), as well as the magnitude of the Marine customer financing arrangements, and the significant length of time (several years) during which the arrangements were not disclosed, together could enable a reasonable fact finder to draw a strong inference of recklessness, at the least, on the part of these two defendants. See In re Atlas Air Worldwide Hldgs., 324 F.Supp.2d at 497 (holding that it is reasonable to impute knowledge to a signatory of SEC filings directly involved in the day-to-day operations of the company); In re American Bank Note Holographics Sec. Litig., 93 F.Supp.2d 424, 448 (S.D.N.Y.2000) (finding scienter allegation sufficient as to CFO and Comptroller where the defendants were, because of their positions, “uniquely situated” to control the revenue recognition procedures, and the revenues had been overstated for a period of two years in repeated SEC filings). d. Causation as to the Marine Fraud To maintain their claim under Section 10(b) and Rule 10b-5, Plaintiffs must also plead both transaction causation and loss causation. Here, the Complaint alleges that transaction causation, generally understood as reliance, is established through the “fraud on the market” theory. (See Compl. ¶¶ 329-330.) This theory was described in Basic: The fraud on the market theory is based on the hypothesis that, in an open and developed securities market, the price of a company’s stock is determined by the available material information regarding the company and its business ... Misleading statements will therefore defraud purchasers of stock even if the purchasers do not directly rely on the misstatements ... The causal connection between the defendants’ fraud and the Plaintiffs’ purchase of stock in such a case is no less significant than in a case of direct reliance on misrepresentations. 485 U.S. at 241-42, 108 S.Ct. 978 (alterations in original) (quoting Peil v. Speiser, 806 F.2d 1154, 1160-61 (3d Cir.1986)). “Pleading that the defendants perpetrated a fraud on the market ... fulfills a plaintiffs transaction causation pleading requirement.” In re GeoPharma, at 443, n. 86. Thus, Plaintiffs’ allegations of transaction causation are sufficiently pled. Plaintiffs’ allegations regarding the Marine Fraud are also sufficient to support a claim of loss causation. The Complaint states that on the day before Alstom’s September 27, 2001 disclosure of its financing for Renaissance, the stock was trading on the Paris Exchange at € 18.06. The stock price then fell to € 13.20 on the day of the announcement. (Comply 108). Alstom made a second an-. nouncement, on October 1, 2001, revealing that its total exposure for the Renaissance financing was € 684 million, and that Renaissance was not the only Marine division customer to which it had extended loans. The press release revealed that, in fact, the company had “current commitments of €589 million in respect of other cruise ships already delivered to other ship owners[.]” Id. Following this second press release, the stock price dropped further to € 9.20 on the Paris Exchange on October 3, 2001. {Id. ¶¶ 108, 233). Alstom’s failure to disclose its vendor financing liabilities concealed not only the risk it bore as a guarantor of those loans, but also that at least some of the growth in its Marine division was illusory. When this information was disclosed in the two press releases that followed the Renaissance bankruptcy, Alstom’s stock price dropped. Thus, Plaintiffs have sufficiently alleged that there was “a false or misleading statement, which caused an artificial inflation of the stock, followed by a dissipation of that inflation after corrective disclosures were made.” In re GeoPharma, at 453. On a motion to dismiss, this allegation of loss causation is sufficient. Because the Complaint successfully alleges that Alstom made statements omitting material facts, with scienter, and that Plaintiffs’ reliance on those statements caused their losses, Plaintiffs’ Section 10(b) claims based on the Marine Fraud are adequately pled as to Alstom, Bilger, and Newey. 3. ATI Fraud a. Material Misstatements Alleged Concerning the ATI Fraud Plaintiffs contend that “after being badly hurt by the disclosures of its vendor financing scheme and the costs of repairing the defective turbines, Alstom tried to keep the company afloat by committing yet another accounting fraud, this time in its Transport division.” (Compl. ¶ 116.) This alleged fraud entailed hiding millions of dollars of costs incurred in connection with railcar contracts performed by ATI, in particular a contract with New Jersey Transit (“NJT”), which ATI allegedly intentionally underbid in 1999. (Id. ¶ 308.) These accounting improprieties resulted in an overstatement of income of € 167 million in Alstom’s 2003 accounting statements. (See id. & 116-17.) The accounting irregularities first came to light when an anonymous letter was sent to the SEC, the FBI and ATI, prompting investigations by those agencies as well as an internal investigation on the part of Alstom, conducted by the firm of Hughes, Hubbard & Reed LLP. (Id. & 119.) According to Plaintiffs, after announcing the discovery of the accounting irregularities on June 30 of 2003, Alstom initially stated that it would record a € 51 million after-tax charge, but later disclosed that this number was insufficient as the fraud had resulted in an inflation of € 167 million. (Id. & 119-120.) The specific statements which are alleged to have been materially misleading to investors are included in a November 5, 2002 Press Release filed with the November 2002 Form 6-K (Id. ¶¶ 268-72), in the November 2002 Form 6-K itself (Id. ¶ 160), and in Alstom’s 2003 Annual Report, which was furnished to the SEC on June 2, 2003 on Form 6-K. (Id. & & 281-82.) Specifically, the November 2002 press release reported that the Transport division’s operating income and operating margin for the first half of fiscal year 2003 were € 90 million and 3.9 percent, respectively. (Id. ¶ 269.) Plaintiffs allege that, in fact, because of the accounting improprieties at ATI, the operating income and margin were artificially inflated by approximately € 167 million. (Id. ¶ 270.) The press release is also alleged to be misleading because of Bilger’s statements that “the positive dynamics of transport” could help offset troubles in other areas. (Id. ¶¶ 271-72.) The June 2003 Form 6-K is alleged to have been misleading because it reported that, while Alstom had an overall operating loss of € 434 million, the Transport division recorded an operating income of € 49 million. (Id. ¶ 281.) However, the company’s losses were allegedly understated by approximately € 167 million, because of the ATI Fraud. (Id. ¶ 282.) In addition, the 2003 Form 6-K was allegedly misleading because the Transport division was not, as reported, operating at a profit, but rather had sustained an operating loss of € 118 million. (Id.) Plaintiffs have also alleged that, by failing to properly disclose the cost overruns, Alstom violated GAAP. (Id. ¶¶ 157-61.) Plaintiffs assert that these alleged statements are materially misleading, in that they misrepresented to inventors the profitability of Alstom’s Transport division and the company’s earnings. The majority of Defendants charged with Section 10(b) liability on the basis of these statements have done little to argue otherwise, instead focusing their arguments on the contention that they cannot be held liable on this basis. ATI, Alstom USA, Janovec and Rambaud-Measson argue that they did not actually make the statements, and that for this reason they cannot be held liable under Section 10(b). In making this argument, ATI, Alstom USA, and Janovec rely in significant part on Wright v. Ernst &