Full opinion text
OPINION BROWN, Chief Judge. This matter is before the Court on Defendants’ motions (collectively “Motions”) to dismiss the Plaintiffs’ Second Amended Consolidated Class Action Complaint (“Complaint”) pursuant to Federal Rules of Civil Procedure 9(b) and 12(b)(6), and the Private Securities Litigation Reform Act of 1995 (“Reform Act” or “PSLRA”), 15 U.S.C. §§ 78u-4, et seq. For the reasons discussed below, Defendants’ Motions are GRANTED, and Plaintiffs’ Complaint is DISMISSED without prejudice. PROCEDURAL BACKGROUND Plaintiffs, investors who purchased the common stock of Defendant Intelligroup (“Intelligroup” or “Company,” or “Issuer”) during forty months between May 1, 2001, through and including September 24, 2004 (“Class Period”), brought this securities fraud class action alleging that Defendants defrauded them by artificially inflating the value of the stock through false and misleading statements disseminated into the investing community. See Compl. at 1. The litigation was initiated on October 12, 2004, see Docket Entry No. 1, when the first of six class action complaints was filed with the Court. On August 10, 2005, all six actions were consolidated into the instant action. See Docket Entry No. 24. On October 10, 2005, Plaintiffs filed their joint Amended Complaint (“Original Complaint”) against the Issuer and four former officers of the Issuer, two of whom were Defendants Valluripalli and Visco. See Docket Entry No. 31. On December 5, 2005, certain Defendants filed their motion to dismiss Plaintiffs’ Original Complaint. See Docket Entry No. 3. On February 10, 2006, the instant Complaint was filed against the Issuer and Defendants Valluri-palli and Visco; with all claims against the other two officers being dismissed. See Docket Entry No. 39. On March 27, 2006, Defendants filed their instant Motions, see Docket Entries Nos. 40 and 42, and Plaintiffs filed their brief in opposition (“Opposition”) to the Motions on May 11, 2006. See Docket Entry No. 43. Defendants filed their reply (“Reply”) on June 9, 2006. See Docket Entry No. 44. This matter was transferred to the undersigned on November 2, 2006. See Docket Entry No. 50. Except for the instant Motions, no other applications are currently pending in this action. LEGAL FRAMEWORK I. Elements of a lOb-S Claim Congress passed the Securities Exchange Act of 1934 (“ ’34 Act”), 15 U.S.C. §§ 78a-78kk (1994 & Supp. IV 1998), assuring the disclosure of full and fair information to ' the investing public. See H.R.Rep. No. 73-1383, at 1-2 (1934) (describing the legislation’s purposes). In relevant part, Section 10(b) of the ’34 Act proscribed the “use or employment], in connection with the purchase or sale of any security, ... [of] any manipulative or deceptive device or contrivance in contravention of such rules and regulations as the Commission may prescribe.” 15 U.S.C. § 78j(b). The ensuing Rule 10b-5, 17 C.F.R. § 240.10b-5, emerged in 1943 as a small legislative acorn that ultimately developed into a full-blown judicial oak. See Blue Chip Stamps v. Manor Drug Stores, 421 U.S. 723, 737, 95 S.Ct. 1917, 44 L.Ed.2d 539 (1975) (where Justice Rehnquist presented this well-known metaphor). Like SectionlO(b), Rule 10b-5 prohibits “any act ... which operates or would operate as a fraud or deceit upon any person” and makes it illegal “[t]o 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 ... in connection with the purchase or sale of any security.” 17 C.F.R. § 240.10b-5(b). Under this Rule, “the basic elements [of a private federal securities fraud action] include: (1) a material misrepresentation ...; (2) scienter, i.e., [defendant’s] wrongful state of mind; (3) a connection with the purchase or sale of a security; (4) reliance, often referred to .... as ‘transaction causation’; (5) economic loss; and (6) loss causation, i. e., a causal connection between the material misrepresentation and the loss.” Dura Pharm., Inc. v. Broudo (“Dura”), 544 U.S. 336, 341, 125 S.Ct. 1627, 161 L.Ed.2d 577 (2005) (citing 15 U.S.C. § 78u-4(b)(4); Basic Inc. v. Levinson, 485 U.S. 224, 231-232, 248-249, 108 S.Ct. 978, 99 L.Ed.2d 194 (1988); Ernst & Ernst v. Hochfelder, 425 U.S. 185, 197, 199, 96 S.Ct. 1375, 47 L.Ed.2d 668 (1976); Blue Chip Stamps, 421 U.S. at 730-731, 95 S.Ct. 1917; Thomas Lee Hazen, Law of Securities Regulation, ¶¶ 12.11DL], [3] (5th ed.2002)). II. Pleading Requirements of a 10b-5 Claim Plaintiffs pleading requirements are different with respect to different elements of a 10b-5 claim. The general standard of review triggered by defendant’s motion to dismiss under Rule 12(b)(6) is well-settled, ie., the court must accept all well-pleaded allegations in the complaint as true and draw all reasonable inferences in favor of the non-moving party. See Scheuer v. Rhodes, 416 U.S. 232, 236, 94 S.Ct. 1683, 40 L.Ed.2d 90 (1974), overruled on other grounds, Harlow v. Fitzgerald, 457 U.S. 800, 102 S.Ct. 2727, 73 L.Ed.2d 396 (1982); Allegheny Gen. Hosp. v. Philip Morris, Inc., 228 F.3d 429, 434-35 (3d Cir.2000). Therefore, dismissal is not appropriate unless it appears beyond doubt that the plaintiff can prove no set of facts in support of plaintiffs claim which would entitle him to relief. See Official Comm. of Unsecured Creditors v. R.F. Lafferty & Co., 267 F.3d 340, 346 (3d Cir.2001) (citing Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957)). A. Heightened Pleading Requirements The Rule 12(b)(6) standard of review is, however, altered by Rule 9(b), which imposes a heightened pleading requirement of factual particularity with respect to allegations of fraud. Rule 9(b) states: “In all averments of fraud or mistake, the circumstances constituting fraud or mistake shall be stated with particularity.” Fed. R.Civ.P. 9(b). “This particularity requirement has been rigorously applied in securities fraud cases.” Burlington Coat Fact. Sec. Litig., 114 F.3d at 1417 (citations omitted). Therefore, a plaintiff averring securities fraud claims must specify “ ‘the who, what, when, where, and how: the first paragraph of any newspaper story.’ ” Advanta Corp. Sec. Litig., 180 F.3d 525, 534 (3d Cir.1999) (quoting DiLeo v. Ernst & Young, 901 F.2d 624, 627 (7th Cir.1990)). The Third Circuit clarified: [a]though Rule 9(b) falls short of requiring every material detail of the fraud such as date, location, and time, plaintiffs must use “alternative means of injecting precision and some measure of substantiation into their allegations of fraud.” Rockefeller Ctr. Props. Sec. Litig., 311 F.3d 198, 216 (3d Cir.2002) (quoting Nice Sys., Ltd. Sec. Litig., 135 F.Supp.2d at 577). Moreover, a “stringent” reading of the requirements set forth in Rule 9(b) is expressly applicable to two elements of a securities fraud claim, i.e., scienter and material misrepresentation, because of the analogous heightened pleading requirements contained in the Reform Act. See 15 U.S.C. § 78u-4(b)(l) and (b)(2). Therefore, when stating “falsity,” i.e., “material misrepresentation” element of his/her 10b-5 claim, a securities fraud plaintiff must “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), (2). Similarly, with respect to the scienter element of his/her 10b-5 claim, the Reform Act requires that “the complaint shall ... state with particularity [all] 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). In sum, the Reform Act modified the traditional Rule 12(b)(6) analysis for the purposes of pleading “material misrepresentation” and “scienter.” See Digital Island Sec. Litig., 357 F.3d 322, 328 (3d Cir.2004) (“The Reform Act requires a ‘strong inference’ of scienter, and accordingly, alters the normal operation of inferences under Rule 12(b)(6)”); Rockefeller Ctr. Props. Secs. Litig., 311 F.3d at 224 (noting that “whereas under Rule 12(b)(6), [the court] must assume all factual allegations in the complaint are true, ... under the Reform Act, [the court would] disregard ‘catch-all’ or ‘blanket’ assertions that do not live up to the particularity requirements of the statute,” quoting Florida State Bd. of Admin, v. Green Tree Fin. Corp., 270 F.3d 645, 660 (8th Cir.2001)); Advanta, 180 F.3d at 531 (stating that plaintiffs failure to meet the heightened pleading requirements results in dismissal of the complaint); accord Greebel v. FTP Software, Inc., 194 F.3d 185, 196 (1st Cir.1999) (“A mere reasonable inference is insufficient to survive a motion to dismiss”). B. Rule 8 Pleading Requirements It appears, however, that the heightened pleading requirements of PSLRA might be inapplicable to the remaining elements of a 10b-5 claim. See Dura, 544 U.S. at 346, 125 S.Ct. 1627 (“[The Court] assume[s], at least for argument’s sake, that neither the Rules nor the securities statutes impose any special further requirement in respect to the pleading of proximate causation or economic loss”). Indeed, since only the first two Subsections of 15 U.S.C. § 78u-4(b) require investors to specify falsity and plead facts supporting a strong inference of scienter, while the following Subsections apply only after the heightened pleading standards of 15 U.S.C. § 78u-4(b)(l) and (2) have been met, it is fair to infer that the remaining elements of any 10b-5 claim are subject to ordinary notice-pleading standards set forth in Rule 8. See 15 U.S.C. 78u-4(b)(3); accord Dura, 544 U.S. at 346, 125 S.Ct. 1627 (“[T]he Federal Rules of Civil Procedure require only ‘a short and plain statement of the claim showing that the pleader is entitled to relief ”) (quoting Fed.R.Civ.P. 8(a)(2)). But, even so, the “short and plain statement” must provide the defendant with “fair notice of what the plaintiffs claim is and the grounds upon which it rests.” Conley v. Gibson, 355 U.S. 41, 47, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957). [The Court recognizes] that ordinary pleading rules are not meant to impose a great burden upon a plaintiff. [See ] Swierkiewicz v. Sorema N. A., 534 U.S. 506, 513-15, 122 S.Ct. 992, 152 L.Ed.2d 1 (2002). But it should not prove burdensome for a plaintiff ... to provide a defendant with some indication of the [facts] that the plaintiff has in mind.... [Allowing a plaintiff to forgo giving any indication of the [facts] that the plaintiff has in mind would bring about harm of the very sort the [Reform Act] seek[s] to avoid. Cf. H.R. Conf. Rep. No. 104-369, p 31 (1995) (criticizing “abusive” practices including “the routine filing of lawsuits ... with only a faint hope that the discovery process might lead eventually to some plausible cause of action”). It would permit a plaintiff “with a largely groundless claim to simply take up the time of a number of other people, with the right to do so representing an in terrorem increment of the settlement value, rather than a reasonably founded hope that the [discovery] process will reveal relevant evidence.” Blue Chip Stamps, 421 U.S. at 741, 95 S.Ct. 1917. Such a rule would tend to transform a private securities action into a partial downside insurance policy. See H.R. Conf. Rep. No. 104-369, at 31; see also Basic, 485 U.S. at 252, 108 S.Ct. 978 Dura, 544 U.S. at 347-48, 125 S.Ct. 1627. FACTUAL BACKGROUND While the factual matters pertaining to potential proof of legal elements of Plaintiffs’ claim are as interminable as they are complex, the key facts of this case appear to be both simple and straightforward. Adversarial vocabulary and technical terms aside, these facts are set forth identically in Plaintiffs’ Complaint and Defendants’ Motions, with the following exception. Plaintiffs appear to assert that this Court’s factual inquiry has to be limited solely to the facts set forth in Plaintiffs’ Complaint. See Opposition at 17, n. 10. Although Plaintiffs expressly made this claim only with respect to the fact that the SEC conducted a formal investigation into the events leading to the Announcement and terminated the investigation without filing any charges against the Company, see id., Defendants apparently presumed that Plaintiffs wished to make the same assertion with respect to any fact not set forth in the Complaint. See Defendants’ Request for Judicial Notice (“Request”), Docket Entry No. 40 (seeking judicial notice of Intelligroup’s (1) Form 10-K filed with the SEC on March 30, 2004; (2) Press Release of September 24, 2004 (“Press Release”); (3) stock chart compiled by Market Watch (“Stock Chart”); and (4) transcript of October 5, 2004, conference). Rule 201(b), Federal Rules of Evidence permits a district court to take judicial notice of facts that are “not subject to reasonable dispute in that [they are] either (1) generally known within the territorial jurisdiction of the trial court or (2) capable of accurate and ready determination by resort to sources whose accuracy cannot reasonably be questioned.” Rule 201(b). Under Rule 201(d), Federal Rules of Evidence, a district court must take judicial notice “if requested by a party and supplied with the necessary information.” Rule 201(d). In re NAHC, Inc. Sec. Litig., 306 F.3d 1314, 1331 (3d Cir.2002) (finding that a judicial notice was properly taken with respect to “three different categories of documents [which] included: (1) documents relied upon in the Complaint ([including] Company[’s] press releases); (2) documents filed with the [United States Securities and Exchange Commission (“]SEC[”) ]; and (3) stock price data compiled by [a reliable financial] news service”). Therefore, for the purposes of the instant Opinion and accompanying Order, this Court takes judicial notice of the Stock Chart and the Press Release. The Stock Chart is a table of historical prices compiled by a reliable financial news service that specifies, to the penny, the adjusted closing prices of Intelligroup’s stock over the week following the Press Release. Moreover, Plaintiffs own Exhibit C is a line graph of historical prices which is identical, information-wise, to the Stock Chart, short of the fact that the graphical image of Intelligroup’s stock price fluctuation contained in Plaintiffs’ Exhibit C prevents this Court from reading the values to the penny. Hence, this Court takes notice of the Stock Chart, see Issuer’s Brief, Ex. F, as a document enhancing the information contained in Plaintiffs’ Exhibit C. The situation, however, appears somewhat different with respect to the Press Release. See Issuer’s Brief, Ex. A. The allegations made in Plaintiffs Complaint, while containing indirect references to the Press Release i.e., a document filed by Intelligroup with the SEC (and even quoting certain language contained in the Press Release), see Compl. ¶ 8, create the impression that there was only one announcement in the Press Release about erroneous accounting practices. However, the Press Release contained three different announcements, each equally important to the inquiry at hand from the financial point of view. Since it would be contrary to the express guidance of the Third Circuit to exclude the part of the Press Release overlooked by Plaintiffs, this Court takes judicial notice of the entire content of the Press Release. See NAHC, 306 F.3d at 1331. The Court now turns to the uncontested facts of the case. Intelligroup is a publicly traded company incorporated in the State of New Jersey and keeping its principal office at 499 Thornall Street, Edison, New Jersey. See Compl. ¶¶ 1, 21; Issuer’s Brief at 4. Intelligroup has subsidiary operations in India, Japan, United Kingdom and Denmark. The Company develops and supports information technology programs for multinational and local businesses. See Compl. ¶ 2; Intelligroup’s Brief in Support of Motion (“Issuer’s Brief’) at 4. “Much of Intelligroup’s work is done by sending the work offshore to the Company’s subsidiary in India.” Compl. ¶ 2. Intelligroup’s stock was traded on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”). See Compl. ¶6, Issuer’s Brief at 5. Defendant Valluripalli served as Company’s CEO, President and Chairman of the Board during the Class Period, see Compl. ¶22, Issuer’s Brief at 4, and Defendant Visco served as Company’s CFO from November of 2000 to November of 2003. See id. On September 24, 2004, Intelligroup issued the Press Release making an announcement (“First Announcement”) that it expected to restate its financial statements issued and filed with the United States Securities and Exchange Commission (“SEC”) during 2001, 2002, 2003 and the first quarter of 2004 (“Statements”). See Compl. ¶ 5; Issuer’s Brief at 5; Press Release. In the very same Press Release, the Company made two other announcements, one about Intelligroup’s anticipated private placement (“Second Announcement”), and another about Intelligroup’s default on — and loss of — revolving credit (“Third Announcement”). See Press Release. On September 24, 2004, the last trading day before these three Announcements, Issuer’s common stock closed at $1.65. See Comply 6 and Ex. C; Issuer’s Brief at 5-6. On September 27, 2004, the first day after the Announcements, the stock opened at $1.58 and fell to $1.13 per share, under heavy trading. See id.; see also Stock Chart. Within the next five days, however, Intelligroup’s stock kept steadily rising from $1.13 to $1.15, then $1.20, then $1.42, finally climbing to $1.60, that is, two cents above the opening price on the Press-Release day. See Stock Chart. The restatement of the Company’s fi-nancials (“Restatement”) was made on October 24, 2005, more than one year after the issuance of the Press Release. See Compl. ¶ 8. Although the Restatement revealed that the Company’s Statements required corrections so “extensive [that they] affected virtually every line item” of the Statements, the market displayed no reaction to the Restatement. See Compl., Ex. C. Plaintiffs now assert that Defendants’ issuance of the Statements containing a host of accounting errors amounted to a violation of Section 10(b) of ’34 Act and the ensuing Rule 10b-5. Plaintiffs maintain that Defendants’ accounting errors were so systematic and endemic as to render the Statements false, and to inflate the market value of Intelligroup securities. Comply 14. In addition, Plaintiffs maintain that the fact that “Defendants repeatedly signed, filed, and published certifications that Intelligroup’s internal controls were adequate when ... Intelli-group’s internal controls were [in fact,] weak or non-existent” establishes Defendants’ liability under Rule 10b-5 and, in addition, signifies that Defendants Valluri-palli and Visco were liable for Plaintiffs’ injuries as controlling persons, since these Defendants “knew [about] or recklessly disregarded” the falsity of Intelligroup’s accounting data contained in the Statements. Id. ¶¶ 12-14; Opposition at 32-36 and notes 19, 20 (citing to Compl. ¶¶ 70-75, referring, in turn, to Section 906 of the Sarbanes-Oxley Act) (brackets omitted). With respect to the causation element of their 10b-5 claim, Plaintiffs assert that causation is established by the fact that “Intelligroup’s common stock traded in an open, well-developed and efficient market, [and] the market for Intelligroup securities promptly digested ... all publiely-available [information] and reflected such information in Intelligroup’s stock price. Under these circumstances, [Plaintiffs] suffered [an] injury through their purchase of Intelligroup securities at artificially inflated prices.” Compl. ¶¶ 105-06. Finally, setting forth the economic loss clement of their claim, Plaintiffs allege that: “Plaintiffs ... suffered] actual economic loss when the false and misleading nature of Defendants’ [Statements [was] disclosed to the market, causing the inflation to be removed from the company’s stock price.” Id. ¶ 108. DISCUSSION I. Loss Causation Element of a 10b-5 Claim A Rule 10b-5 plaintiff must plead and prove both “transaction causation” and “loss causation,” where the latter represents a “causal link between the alleged misconduct and the economic harm ultimately suffered by the plaintiff.” Emergent Capital Inv. Mgmt. v. Stonepath Group, Inc., 343 F.3d 189, 197 (2d Cir.2003) (so defining the clement of loss causation). Granted the lenient requirements of Rule 8, it is relatively easy to allege facts sufficient to satisfy the transaction causation element, since the plaintiff need only assert that the plaintiff relied on defendant’s false or misleading statement to purchase the stock in question. See Emergent Capital, 343 F.3d at 197. Easier still, if the case qualifies for the “fraud-on-the-market” presumption endorsed by the Supreme Court in Basic, 485 U.S. at 241-47, 108 S.Ct. 978 (1988), the plaintiff may simply allege that (s)he relied on the “integrity of the market,” and will then be entitled to the presumption that the price of the stock (s)he bought was affected by all “available material information” concerning the company, including any publicly-disseminated misleading statements (even if the plaintiff never read them). However, the plaintiff is also required to plead that the decline in the stock price was caused, at least in part, by the alleged fraud, i.e., the loss causation element. See Emergent Capital, 343 F.3d 189; Semerenko v. Cendant Corp., 223 F.3d 165 (3d Cir.2000); Bastian v. Petren Res. Corp., 892 F.2d 680 (7th Cir.1990); Robbins v. Roger Properties, Inc., 116 F.3d 1441 (11th Cir.1997). Notably, a “purchase-time value disparity, standing alone, cannot satisfy the loss causation pleading requirement,” because such an allegation “amounts to nothing more than a paraphrased allegation of transaction causation,” which may explain why the plaintiff bought (or bought at a particular price), “but not why [the plaintiff] lost money on the purchase, the very question that the loss causation allegation must answer.” Emergent Capital, 343 F.3d at 198. This proposition was expressly upheld by the Supreme Court in Dura. See Dura, 544 U.S. 336, 125 S.Ct. 1627, 161 L.Ed.2d 577. Reversing the Ninth Circuit’s holding that an inflated purchase price by itself sufficiently establishes loss causation, see Broudo v. Dura Pharm., Inc., 339 F.3d 933, 937 (9th Cir.2003), the Supreme Court ruled that defrauded in vestors must plead- — and prove — that the very misrepresentation at issue proximately caused them an economic loss. See Dura, 544 U.S. at 345, 125 S.Ct. 1627. In Dura, investors that purchased Dura Pharmaceuticals (“Dura”) securities during the ten months of class period (“Dura Period”) filed a suit alleging that Dura made misleading statements that fraudulently inflated the market value of Dura securities purchased by plaintiffs during the Dura Period. See Dura, 544 U.S. at 339, 125 S.Ct. 1627. According to Dura plaintiffs, the statements were to the effect that Dura was developing a new key product which was highly likely to be approved for sale by the relevant government agency, and expected sales of this key product would yield enormous earnings. See id. Dura plaintiffs further alleged that, when Dura finally announced that a government agency refused approval of Dura’s new key product, Dura’s share price suffered a sharp decline (but almost fully recovered within one week). See id. Since the pleadings of Dura plaintiffs were void of any factual allegations that plaintiffs suffered any economic loss as a result of Dura’s misrepresentations, the presiding district court dismissed plaintiffs’ complaint holding that plaintiffs had not sufficiently pled loss causation and economic loss despite plaintiffs pleading of decline in Dura’s stock price. See In re Dura Pharms., Inc. Secs. Litig., 2000 WL 33176043, 2000 U.S. Dist. LEXIS 15258 (S.D.Cal. July 11, 2000). After plaintiffs appealed, the Ninth Circuit reversed by finding that loss causation should have been deemed established “at the time of the transaction [since it] is at this time that damages are to be measured” by comparing the market price the investor paid in actuality to the hypothetical market price that would have existed had the truth been known at the time of the purchase. Broudo, 339 F.3d at 938. The Supreme Court granted a certiorari and reversed the Ninth Circuit decision explaining as follows: [A]n inflated purchase price [does] not ... constitute or proximately cause the relevant economic loss. [T]he logical link between the inflated share purchase price and any later economic loss is not invariably strong. Shares are normally purchased with an eye toward a later sale. [So,] if ... the purchaser sells the shares ... before the relevant truth begins to leak out, the misrepresentation will not have led to any loss. [Moreover, if] the purchaser sells ... after the truth makes its way into the market place, an initially inflated purchase price might mean a later loss. But that is far from inevitably so [since] that lower price [at the time of sale] may reflect not [the result of truth leaking out about] the earlier misrepresentation, but changed economic circumstances, changed investor expectations, new industry-specific or firm-specific facts, conditions, or other events, which taken separately or together account for some or all of that lower price.... Other things being equal, the longer the time bettoeen purchase and sale, the more likely that this is so, ie., the more likely that other factors caused the loss. Given the tangle of factors affecting price, ... the higher purchase price ... may prove to be a necessary condition of [an economic] loss, ... but, even if ... so, it is [not sufficient in and by itself since it is] not [the] cause [of the economic] loss. [T]he Ninth Circuit’s approach overlooks an important securities law objective. The securities statute[] ... make[s private] actions available not to provide investors with broad insurance against market losses, but to protect them against those economic losses that misrepresentations actually cause.... The statute ... permit[s] ... recovery where, but only where, plaintiffs adequately allege and prove the traditional elements of causation and loss. [Where] plaintiffs’ lengthy complaint contains only one statement that ... can [be] fairly read as describing the loss [and that] statement says that the plaintiffs “paid artificially inflated prices for [the issuer’s] securities” and suffered “damages,” [the] complaint contains nothing that suggests [either a loss causation or an actual economic loss]. Dura, 544 U.S. at 343-48, 125 S.Ct. 1627 (emphasis supplied, citations omitted, original brackets removed). Hence, the holding of Dura makes it clear that, in order “[t]o establish loss causation, ‘a plaintiff must allege ... that the subject of the fraudulent statement or omission was the cause of the actual loss suffered,’ i.e., that the misstatement or omission concealed something from, the market that, when disclosed, negatively affected the value of the security.” Jefferson Ins. Co. v. Rouhana (In re Winstar Communs.), 2006 WL 473885, 2006 U.S. Dist. LEXIS 7618 (S.D.N.Y. Feb. 24, 2006) (discussing Dura and quoting Lentell v. Merrill Lynch & Co., Inc., 396 F.3d 161, 173 (2d Cir.2005)) (quoting, in turn, Suez Equity Investors, L.P. v. Toronto-Dominion Bank, 250 F.3d 87, 95 (2d Cir.2001)) (emphasis supplied). If the price of a security declines after the purchase for reasons unrelated to the fraud, or if the circumstances of the decline are such that the investor’s economic loss is bound to be speculative, the investor has no right to recovery. See H.R. Conf. Rep. No. 104-369, at 31 (1995) (noting that plaintiffs failure to trace a measurable loss to defendant’s wrongful conduct should allow the defendant to obtain dismissal of claims that rest on speculative theories); Dura, 544 U.S. at 346, 125 S.Ct. 1627; see also Huddleston v. Herman & MacLean, 640 F.2d 534, 549 n. 25 (5th Cir.1981). II. Plaintiffs Failed to Plead Inflated Prices as to Certain Parts of the Class Period The Supreme Court stated that “the higher purchase price [is] a necessary condition of [establishing an economic] loss.” See Dura, 544 U.S. at 343, 125 S.Ct. 1627. In the case at bar, Plaintiffs maintain that “Defendants’ materially false and misleading statements ... caused ... Plaintiffs ... to purchase Intelligroup common stock during the Class Period at artificially inflated prices.” Id. ¶ 107; see also id. ¶ 119; Opposition at 14, 16. However, the facts supplied by Plaintiffs provide support for Plaintiffs’ claim only with respect to five-thirteenths of the Class Period, at best. The factual part of Plaintiffs’ allegations with respect to Defendants’ materially false and misleading statements is condensed into a table included in Plaintiffs’ Complaint (“Table”). See Compl. at 8. The Table, offered in support of Plaintiffs’ allegation that “Defendants’ [false and misleading statements were made through dissemination of incorrect] financial [Statements [during] nearly three and one-half years ... spanning thirteen ... fiscal quarters,” id. ¶ 14, is titled “Analysis of Intelligroup’s Restated Class Period Financial Statements.” Id. at 8. The Table consists of twelve blocks, with each block purporting to represent a fiscal reporting period. See id. at 1, 8. However, while the Class Period spans forty months from May 1, 2001, to September 24, 2004, the twelve blocks of the Table (titled “FY01,” “1Q02,” “2Q02,” “3Q02,” “4Q02,” “FY02,” “1Q03,” “2Q03,” “3Q03,” “4Q03,” “FY03,” “1Q04”) assert facts pertaining only to Plaintiffs’ allegations with respect to Intel-ligroup’s yearly reports issued at the ends of 2001, 2002 and 2003, plus quarterly reports issued during 2002 and 2003, and for the first fiscal quarter of 2004. See id. at 8. Plaintiffs’ Complaint is silent as to any facts with respect to alleged misrepresentations prior to Defendants’ filing of 2001 yearly report, see id., and Plaintiffs expressly acknowledge that Intelligroup’s financial statements for the second and third quarter of 2004 (the last two quarters of the Class Period) were not filed — or otherwise disseminated into the market— during the Class Period. See id. ¶¶ 4, 5. Each of the twelve blocks comprising Plaintiffs’ Table is subdivided into six rows and four columns. See id. at 8. The first three columns of each block are titled “Originally Reported [accounting figures],” “Restated [accounting figures]” and “Variance,” while the last column of each block is left untitled and contains percentage numbers (obtained, apparently, from comparing the “Variance” figures to corresponding “Originally Reported” ones). The six rows in each block are titled “Total Assets,” “Total Liabilities” “Accumulated Deficit,” “Shareholder Equity,” “Revenues” and “Net Income (loss).” See id. According to Plaintiffs, Defendants incorrectly stated Intelligroup’s “Net Income (loss)” in each Statement filed during the Table Period. See id. Using, in accordance with accounting practices, a parenthetical in order to designate a negative figure, Plaintiffs allege that Defendants misstated Intelligroup’s “Net Income (loss)” as follows: Fiscal period: Original ‡: Restated ‡: Variance $: Percentage: FY01 (12,593,000) (16,166,000) (3,573,000) 28.4% 1Q02 11,000 ■ 384,000 373,000 3390.9% 2Q02 (8,561,000) 912,000 9,473,000 -110.7% 3Q02 13,000 (1,766,000) (1,779,000) -13,684.6% 4Q02 54,000 (916,000) (970,000) -1,796.3% FY02 (8,483,000) (1,386,000) 7,097,000 -83.7% 1Q03 (7,351,000) (1,080,000) 6,271,000 -85.3% 2Q03 (493,000) (1,043,000) (550,000) 111.6% 3Q03 17,000 1,128,000 1,111,000 6,535.3% 4Q03 1,442,000 (46,000) (1,488,000) -103.2% FY03 (6,385,000) (1,041,000) 5,344,000 -83.7% 1Q04 279,000 378,000 99,000 35.5% See id. Plaintiffs also provide Plaintiffs’ “[i]nterpretation of %’s [indicating that] Negative % = Overstatement; Positive % = Understatement.” Id. Plaintiffs’ Table and the above-quoted interpretation, however, omit to clarify that an understatement of a positive figure (ie., an understatement of profit), as with an overstatement of a negative figure (ie., an overstatement of loss), would indicate that Intelligroup’s actual net income situation was better than that officially reported. A careful examination of Plaintiffs’ Table shows that Intelligroup’s actual net income situation was better than that offi-dally reported during the following fiscal periods: 1Q02 (by $873,000), 2Q02 (by $9,478,000), FY02 (by $7,097,000), 1Q03 (by $6,271,000), 3Q03 (by $1,111,000), FY03 (by $1,488,000) and 1Q04 (by $99,000). If so, Intelligroup’s stock could have traded at inflated prices only during five non-consecutive quarterly periods which followed In-telligroup’s filing of FY01, 3Q02, 4Q02, 2Q03, and 4Q03, since Intelligroup’s actual net income situation was worse than that officially reported only during these periods. The reason for such conclusion is that the valuation at issue involves a publicly traded common stock. Unlike most goods and services distributed by the economy, stocks have no intrinsic value. See S. Keane, Stock Market Efficiency: Theory, Evidence and Implications 6 (1983). Stocks are nothing but instruments representing other, possibly valuable, rights. See id. Financial theorists developed two scenarios for calculation of share value: (1) liquidation scenario employed in bankruptcy or reorganization proceedings and, hence, determining the “terminal” value per share; and (2) going-concern scenario applicable to shares of corporations traded on the market. The corporate finance theory unvaryingly holds that the going-concern stock price reflects the market’s estimation of the future stream of dividends, discounted back to its present value. See Lynn A. Stout, The Unimportance of Being Efficient: An Economic Analysis of Stock Market Pricing and Securities Regulation, 87 Mich. L.Rev. 613, 616 n. 11 (1988) (“Efficient market prices which reflect all available information relevant to the value of the stock are thought to measure rationally the ‘worth’ of stocks as financial instruments in terms of the present value of their expected future earnings, discounted for nondiversifiable risk”); see also Richard Brealey & Stewart Myers, Capital Investment and Valuation (“Brealey & Myers”) 53, 77 (2003) (“The value of a stock is equal to the stream of cash payments discounted at the rate of return that investors expect to receive on comparable securities”); De Bondt & Thaler, Anomalies: A Mean-Reverting Walk Down Wall Street, J. Econ. Persp, at 189 (Winter 1989) (equating the intrinsic value of a stock with a “rational forecast of the present value of future dividend payments”); Jacobs & Levy, On the Value of “Value, ” Fin. Analysts J., at 47-48 (July-Aug.1988) (using the present discounted value of dividends to represent the “fair” or “intrinsic” value of a share of common stock); Burton G. Malkicl, Is the Stock Market Efficient? 243 S.C.I., 1313, 1316 (1989) (describing the standard “rational” model of share pricing as one of determining the present discounted value of the future stream of dividends); W. Sharpe, Investments 366-71 (2d ed.1981); accord Chris-Craft Indus. v. Piper Aircraft Corp., 384 F.Supp. 507, 515-16 (S.D.N.Y.1974), aff'd in part, rev’d in part, 516 F.2d 172 (2d Cir.1975), rev’d, 430 U.S. 1, 97 S.Ct. 926, 51 L.Ed.2d 124 (1977); Simon v. New Haven & Carton Co., 393 F.Supp. 139, 144-50 (D.Conn. 1974), aff'd, 516 F.2d 303 (2d Cir.1975); cf. ONTI, Inc. v. Integra Bank, 751 A.2d 904, 917 (Del.Ch.1999); In re Radiology As-socs., 611 A.2d 485, 490 (Del.Ch.1991); Cede & Co. v. Technicolor, Inc., 1990 WL 161084, at *7 (Del.Ch. Oct. 17, 1990); Neal v. Alabama By-Products Corp., 1990 WL 109243, at *7 (Del.Ch. Aug. 1, 1990), aff'd, 588 A.2d 255 (Del.1991) (noting that the present value of future dividend payments analysis is the “preeminent valuation methodology”). Moreover, “[a] conceptual relationship can be developed between the latest accounting earnings and the price of common stocks by introducing three critical links: (1) a link between security price and future dividends, (2) a link between future dividends and future earnings, and (3) a link between future earnings and current earnings.” William Beaver, Financial Reporting: an Accounting Revolution 69 (3d ed.1998) (emphasis supplied); see also George Foster, Financial Statement Analysis, 220-24 (2d ed. 1986) (“A common assumption is that there is a mechanistic relation between reported accounting earnings and stock prices”) (emphasis removed); J. Ohlson, Earnings, Books Values, and Dividends In Equity Valuation (“Earnings ”), Contemp. Acct. Res., 661, 661-87 (1995) (describing relationships between current earnings, future earnings and firm values). Therefore, the latest accounting statement of corporate earnings is the principal indicator of future dividends and, consequently, the key basis for stock pricing. See Levmore, Efficient Markets and Puzzling Intermediaries, 70 Va. L.Rev. 651 (1984) (noting that, under the Efficient Market Hypothesis, stock prices reflect investors’ best estimates of future dividends, with the latter being a derivative function of expected earnings). In view of these financial principles, Plaintiffs fail to assert that Intelligroup’s shares were invariably sold to Plaintiffs at inflated prices during all thirteen fiscal quarters comprising the Class Period. Specifically, with respect to the phase spanning from May 1, 2001, i.e., the first date of the Class Period, to December 31, 2001 (“Initial Phase”), Plaintiffs’ Complaint does not allege any specific information as to Intelligroup’s earnings (or net income). See generally Compl. While there appears to be no dispute as to the fact that Defendants’ eventually restated their financial Statements covering the Initial Phase, see id. ¶ 8, this sole fact of Restatement does not indicate that the earnings figures in Intelligroup’s original Statements exceeded the earning figures actually achieved. Therefore, Plaintiffs failed to plead any facts indicating that the market had a reason to overestimate the expected stream of Intelligroup’s dividends during the Initial Phase. See Burlington Coat Fact Sec. Litig., 114 F.3d at 1429. According to the facts pled by Plaintiffs, the first day when Plaintiffs could have purchased Intelligroup’s stock at an inflated price was the date of Intelligroup’s filing of FY01 (subject to fifing on or after December 31, 2001), which incorrectly asserted that the Company suffered yearly loss of $12,593,000, while the loss actually suffered during 2001 was $16,1666,000. See Compl. at 8. However, the period of artificially inflated prices started on the date of Intelfigroup’s fifing of FY01 expired on the date of Intelfigroup’s fifing of its 1Q02 Statement (subject to fifing on or after March 31, 2002) since, in the 1Q02 Statement, Intelfigroup incorrectly understated its net income as $11,000, while the real net income was $384,000. See id. Consequently, on the date of Intelfigroup’s fifing of 1Q02 Statement, the investment market reassessed Company’s potential stream of future dividends on the basis of the. terms less favorable than the true ones, hence pricing Intelfigroup’s stock below its actual value. This “deflation” of share value continued when Intelfigroup filed its next 2Q02 Statement (subject to fifing on or after June 30, 2002) since, in its 2Q02 Statement, the Company again understated its net income by claiming $8,561,000 loss, while actually achieving $912,000 profit. See Compl. at 8. This “deflation” streak, however, ended — and an artificial inflation became possible — when the Company filed its 3Q02 Statement (subject to fifing on or after September 31, 2002) incorrectly asserting $13,000 profit, while actually yielding $1,766,000 loss. See id. Moreover, this Court presumes that the artificial inflation might have continued after Intelfigroup’s fifing of its 4Q02 Statement until the date of Intelfigroup’s fifing of its 1Q03 Statement, since (1) the pricing tendencies ensuing from the 4Q02 statement contradict those ensuing from the FY02 one; and (2) the Court is obligated to draw all reasonable factual inferences in favor of Plaintiffs when determining Defendants’ Motion. See Scheuer, 416 U.S. at 236, 94 S.Ct. 1683. Upon Company’s filing of its 1Q03 Statement (subject to filing on or after March 31, 2003), Intelligroup’s stock again became underpriced, since the $7,351,000 net loss reported substantially exceeded the actually experienced loss of $1,080,000. See id. This period of underpricing continued until the date of Intelligroup’s filing of 2Q03 Statement (subject to filing on or after June 30, 2003, which provided the net loss figure of $493,000, while the actual loss was $1,043,000). See id. However, the pricing tendencies flipped again upon Company’s filing of its next 3Q03 Statement (subject to filing on or after September 31, 2003) that asserted net income of $17,000, even though the actual net income reached $1,128,000, thus causing underpricing. See id. The Court presumes that underpricing ceased when Intelligroup filed its 4Q03 and FY03 Statements (subject to filing on or after December 31, 2003), since 4Q03 Statement included an overstatement of Intelligroup’s net income, while FY03 included an understatement of it. See id. (indicating that 4Q03 showed profit of $1,442,000 while Intelligroup actually suffered loss of $46,000, while FY03 alleged loss of $6,385,000, even though the actual loss was a notably smaller amount of $1,041,000). The last Statement filed by Defendants during the Class Period was 1Q04 Statement (subject to filing on or after March 31, 2004) which provided grounds for underpricing tendencies that lasted from the date of its filing and throughout the remainder of the Class Period, since the Statement alleged that Intelligroup’s net income was $279,000, while the actual income was $378,000. See id. In view of the foregoing, Plaintiffs’ claim that Defendants’ misrepresentations caused Plaintiffs to purchase Intelligroup’s stock at inflated prices during the entire Class Period is not supported by facts alleged by Plaintiffs. As drafted, Plaintiffs’ Complaint indicates that Plaintiffs could purchase Intelligroup’s common stock at inflated prices only during the following four phases: (1) from the date of Intelligroup’s filing of its FY01 to filing of 1Q02 (“Phase I”); (2) from filing of 3Q02 to filing of 1Q03 (“Phase II”); (3) from filing of 2Q03 to filing of 3Q03 (“Phase III”); and (4) from filing of 4Q03 to filing of 1Q04 (“Phase IV”). With respect to the remainder of the Class Period (equal to at least eight fiscal quarters out of the total of thirteen), Plaintiffs either provide bald assertions unsupported by any facts, or set forth the facts indicating that Plaintiffs purchase Intelligroup’s securities at deflated prices. Such factual allegations, however, are insufficient to satisfy Plaintiffs’ pleading requirements. See Burlington Coat Fact, Sec. Litig., 114 F.3d at 1429. Therefore, Plaintiffs’ Complaint will be dismissed with respect to all claim based on purchases made during periods other than Phases 1, II, III and IV. III. Plaintiffs Failed to Plead Causation with Respect to the Disclosure of Alleged Fraud Even if Plaintiffs’ Complaint contained valid pleadings as to Plaintiffs’ purchases of Intelligroup’s stock at inflated prices during the entire Class Period rather than just Phases I, II, III and IV, Plaintiffs’ Complaint would still have to be dismissed since Plaintiffs failed to assert any facts indicating that disclosure of the truth about Defendants’ Statements was the cause of Plaintiffs’ economic loss. Plaintiffs plead the causation element as follows: “Plaintiffs ... suffered] actual economic loss when the false and misleading nature of Defendants’ [Statements [was] disclosed to the market, causing the inflation to be removed from the company’s stock price.” Compl. ¶ 108. The Supreme Court, however, expressly pointed out that a lower price [obtained] may refleet[] not the earlier misrepresentation, but changed economic circumstances, changed investor expectations, new industry-specific or firm-specific facts, conditions, or other events, which taken separately or together account for some or all of that lower pricing].... Other things being equal, the longer the time between purchase and sale, the more likely that this is so, i.e., the more likely the other factors caused the loss. Dura, 544 U.S. at 341, 125 S.Ct. 1627. Loss causation has been analogized to the tort law concept of proximate cause in the sense that the injury sustained by a securities plaintiff must be at least a proximate result of the disclosure about defendant’s previous material misrepresentation. See id. at 339, 125 S.Ct. 1627; see also Emergent Capital, 343 F.3d at 197 (quoting Castellano v. Young & Rubicam, Inc., 257 F.3d 171, 186 (2d Cir.2001)). Therefore, in order to set forth a viable 10b-5 claim, the plaintiff must plead that defendant’s misrepresentation “concealed something from the market that, when disclosed, negatively affected the value of the security.” Lentell, 396 F.3d at 173 (emphasis supplied); see also Dura, 544 U.S. at 341, 125 S.Ct. 1627. While a significant stock price decline immediately following a public airing of the alleged fraud might be plead as an indicator of the causal connection between the loss and the disclosure, see D.E. & J. Ltd. P’ship v. Conaway, 284 F.Supp.2d 719, 748-49 (E.D.Mich.2003), aff'd, 133 Fed.Appx. 994 (6th Cir.2005); see also In re WorldCom, Inc. Sec. Litig., 388 F.Supp.2d 319 (S.D.N.Y.2005), existence of a causal connection cannot be made solely on the basis of temporal proximity where the stock price decline might be attributable to other forces, events or announcements that took place prior to or contemporaneously with the public airing of the alleged fraud but had nothing to do with the challenged conduct by the defendant. See Dura, 544 U.S. at 341, 125 S.Ct. 1627; Huddleston, 640 F.2d at 556; Rolf v. Blyth, Eastman Dillon & Co., 570 F.2d 38, 49 (2d Cir.1978). In such scenario, the plaintiff must plead at least some facts indicating presence of an actual relationship between the challenged conduct and the decline in stock price, since the law of securities does not envision compensation for losses caused by anything other than the alleged fraud. See The Measure of Damages in Rule 10b-5 Cases Involving Actively Traded Securities, 26 Stan. L.Rev. 371 (1974); see also Schwert, Using Financial Data to Measure Effects of Regulation, 24 J.L. & Econ. 121 (1981) (discussing the legal and financial flaws inherent to the “gross loss” theory which assesses price declines without examining whether the declines were caused by factors other than the alleged wrongdoing). The “net loss” theory, corresponding to the observations made by the Supreme Court in Dura, excludes from the recovery all losses unrelated to the alleged fraud, see Dura, 544 U.S. at 341, 125 S.Ct. 1627; see also Rolf, 637 F.2d at 81 (excluding losses stemming from market forces); Oleck v. Fischer, 1979 U.S. Dist. LEXIS 11785 (S.D.N.Y.1979) (excluding losses unrelated to fraud), aff'd on other grounds, 623 F.2d 791 (2d Cir.1980); Rubenstein v. Republic Nat’l Life Ins. Co., 74 F.R.D. 337, 346 (N.D.Tex.1976) (same); Entin v. Barg, 412 F.Supp. 508, 514 (E.D.Pa.1976) (same), and implements the “event study” approach commonly utilized in securities fraud cases. See, e.g., DeMarco v. Lehman Bros., Inc., 222 F.R.D. 243, 247, 249 (S.D.N.Y.2004); In re WorldCom, Inc. Sec. Litig., 219 F.R.D. 267, 299 n. 42 (S.D.N.Y.2003); In re Gaming Lottery Sec. Litig., 2000 WL 193125, at *1 (S.D.N.Y. Feb. 16, 2000) (citing Fama et al., The Adjustment of Stock Prices to New Information, 10 Int’l Econ. Rev. 1 (1969)); In re Executive Telecard, Ltd. Securities Litigation, 979 F.Supp. 1021 (S.D.N.Y.1997); see also Mark Mitchell & Jeffrey Netter, The Role of Financial Economics in Securities Fraud Cases, 49 Bus. Law. 545 (1994) (discussing a range of cases); accord John C. Coffee Jr., Security Analyst Litigation, N.Y. L.J. 5 (Sept. 20, 2001). A rigorous application of the net loss theory stems from the parallels between the implied private cause of action under Rule 10b-5 and the statutory remedy provided by Section 11 of the Securities Act of 1933, 15 U.S.C. § 77k(e) (1976), for similar offenses (made in connection with initial offering rather than with resale of securities) which expressly excludes all losses not caused by defendant’s wrongful conduct. See En-tin, 412 F.Supp. at 514 (applying Section 11 standard to a Rule 10b-5 claim); see also Federal Securities Code § 202(19), com. 6(a) (1981) (American Law Institute’s endorsement of the approach). Therefore, in order to survive defendant’s motion to dismiss, plaintiffs complaint should plead facts indicating the presence of an actual and quantifiable relationship between the alleged fraud and the decline of the stock price. The pleading of such causal relationship cannot be based on the effects caused by economic circumstances, industry- or firm-specific facts, or events other than the alleged fraud. See id.; see also Dura, 544 U.S. at 341, 125 S.Ct. 1627. Moreover, the plaintiff cannot rely on the negative market effects caused by defendant’s “over-disclosure.” An over-disclosure occurs when defendant’s corrective statement contains (1) a proper disclosure constituting a curative component, i.e., a public airing of correct information, and (2) an improper over-disclosure constituting a fraudulent component, i.e., a disclosure of incorrect information. Since the market’s reaction to the fraudulent component is qualitatively identical to the market’s reaction to “changed economic circumstances, changed investor expectations, new industry-specific or firm-specific facts, conditions, or other events” unrelated to the fraud disclosed in the curative component, accord Dura, 544 U.S. at 341, 125 S.Ct. 1627, plaintiffs causal allegations should be limited solely to the relationship between the curative component and the corresponding part of the market’s reaction. See id.; cf. Flamm v. Eberstadt, 814 F.2d 1169, 1180 (7th Cir.), cert. denied, 484 U.S. 853, 108 S.Ct. 157, 98 L.Ed.2d 112 (1987). This preclusionary rule ensues from the established precedent stating that the market’s reaction to the fraud contained in one (in this case, fraudulent) statement is immaterial for the purposes of plaintiffs 10b-5 claim, if that 10b-5 claim is based on the fraud corrected by another (in this case, curative) statement. See, e.g., Basic, 485 U.S. at 227, 108 S.Ct. 978. A. Plaintiffs’ Reliance on Temporal Proximity Is Insufficient to Plead Causation In the case at bar, Plaintiffs’ allegations with respect to the causal connection between Plaintiffs’ losses and the disclosure of errors contained in Defendants’ Statements are insufficient since the allegations are limited to a mere assertion of temporal proximity between the airing of the Press Release and the following decline in Intel-ligroup’s stock price. See Compl. ¶¶ 105-OS. Relying on the fact that the stock dropped 52 cents on September 27, 2004, and remained around $1.25 from late December of 2003 to late June of 2004, Plaintiffs maintain that they “suffered actual economic losses when [and because] the false ... nature of Defendants’ [Statement [was] disclosed.” Id. ¶ 108. Plaintiffs’ Exhibit C graph, however, indicates that the decline in Intelligroup’s stock price started long before the airing of the Press Release. See Compl. Ex. C. According to the Exhibit, Intelligroup’s stock highest price was about $5.25 (“Maximum Price”); the stock was tradéd at this rice around the beginning of July 2004, about three months prior to the issuance of the Press Release. See id. From that point on, the stock kept plummeting until late August of 2004 (“Initial Fall Period”), dropping to about $1.65 and losing about 69% of its Maximum Price, with an average weekly loss of $0.58, ie., 11% loss of the Maximum Price per week. See id. During September 2004, after going up about 60 cents over the first week and then losing these 60 cents over the second one (ie., repeating the 11% loss of the Maximum Price per week), the stock hovered at about $1.65 for a week or so until the airing of the Press Release that allegedly triggered the $0.52 drop challenged in the instant action (“Post-Release Drop,” equal to 10% loss of the Maximum Price) and the following recovery within the next five days back to $1.60 (“Recovery”). See id. Over the next six weeks, during October and early November of 2003, the stock underwent another see-saw movement, dropping from $1.60 to about $1.00 (average weekly loss of $0.15, or 3% loss of the Maximum Price) and then climbing back to about $1.60. The last leg of the graph starts at the end of 2003 and depicts a gradual decline from $1.60 to about $1.25 where the stock remained for about six months (collectively, “Low Period”) until the beginning of July of 2005, when it swiftly soared to about $2.50. See id. Ignoring the three months of the steep 11%-per-week plunge during the Initial Fall Period, which caused Intelligroup’s stock to lose 69% of the Maximum Price, and labeling the Recovery as an insignificant “short-lived rebound,” Plaintiffs (1) assert that a causal connection between Plaintiffs’ losses and Defendants’ Statements ensues from the temporal proximity between Defendants’ airing of the Press Release and the Post-Release Drop, see Compl. ¶ 6; Opposition at 59; and (2) maintain that the sole fact of occurrence of the Low Period supports Plaintiffs’ causal claim in view of PSLRA’s “90-day look-back” provision. See Opposition at 60. Plaintiffs’ bare temporal proximity claim, is, however, insufficient to allege a causal connection in view of the Initial Fall Period, which unambiguously indicated that certain economic forces (“Pre-existing Forces”) unrelated to the Press Release were consistently driving Intelligroup’s stock price down prior to the disclosure at issue. See Dura, 544 U.S. at 341, 125 S.Ct. 1627 (“a lower price ... may re-flecte] not the earlier misrepresentation, but ... other events, which ... account for ... that lower pricing]”); Huddleston, 640 F.2d at 549. Therefore, Plaintiffs failed to plead facts indicating the presence of an actual and quantifiable relationship between their losses and the alleged fraud by Defendants. Accord In re Acterna Corp. Sec. Litig., 378 F.Supp.2d 561, 588-89 (D.Md.2005) (finding lack of causal connection where the three-and-a-half month long pre-disclosure decline reduced the stock value by 94%, while the brief post-disclosure decline was only 3% a day). Moreover, Plaintiffs’ assertion that the disclosure contained in the Press Release was the cause of the long depression of Intelligroup’s stock price (until it soared to $2.50 in the beginning of July 2005) unduly ignores the presence of the Recovery period. Plaintiffs, effectively,' maintain that the Recovery period was but a market “fluke,” indicating nothing but the general fact that “Intelligroup’s stock price was quite volatile.” Opposition at 59. Plaintiffs assert that such conclusion is warranted in view of the fact that, after the Recovery climb, the stock did not remain at $1.60 for an extensive period of time. See id. Plaintiffs err. The Efficient Market Hypothesis, upon which Plaintiffs rely, see Compl. ¶¶ 105-06, is premised on the belief that individuals are rational, self-governing actors who are able to process the information wisely, and they do so promptly. See Basic, 485 U.S. at 231-33, 108 S.Ct. 978; see also Anne C. Dailey, Striving for Rationality, 86 Va. L.Rev. 349, 351 (2000); Donald C. Langevoort, Selling Hope, Selling Risk: Some Lessons for Law from Behavioral Economics About Stockbrokers and Sophisticated Customers, 84 Cal. L.Rev. 627, 699 (1996); compare Thomas Lee Hazen, The Short-term/Long-term Dichotomy and Investment Theory: Implications for Securities Market Regulation and Corporate Law (“The random walk theory ... defines market efficiency as the lack of dependence between successive price movements.... Not surprisingly, this theory does not have a wide following in the professional investment community”). Since Plaintiffs rely on the Efficient Market Hypothesis in order to establish transactional causation, see Compl. ¶¶ 105-06, and the Hypothesis assumes that investors are rational risk calculators who consistently weigh the costs and benefits of alternatives and select the best option, thus causing the market’s immediate reaction to any financially-important news, see Christine Jolls et al., A Behavioral Approach to Law and Economics, 50 Stan. L.Rev. 1471, 1477 (1998), Plaintiffs’ allegation that the Recovery was a “fluke” that could not reflect the investors’ assessment of Intelligroup’s financial conditions directly contradicts Plaintiffs’ claim that the Post-Release Drop was a result of the Press Release. Plaintiffs simply cannot have it both ways, i.e., rejecting all upward movements of Intelligroup’s stock as inconsequential signs of volatility, while simultaneously maintaining a direct causal connection between the downward movements (specifically, the Post-Release Drop and the Low Period) and Defendants’ alleged fraud. Claiming a temporal-proximity-based causal connection between the latter, Plaintiffs cannot avoid admitting the same with respect to the former. Finally, Plaintiffs’ reliance on the “90-day look-back” provision, Section 21D(e) of PSLRA, codified as 15 U.S.C. § 78u-4(e), is similarly misplaced, since the provision supplies a model for calculating plaintiffs damages rather than a presumption of a causal connection. Section 21D(e) provides, in relevant part, as follows: In any private action ... in which the plaintiff seeks to establish damages by reference to the market price of a security, the award of damages to the plaintiff shall not exceed the difference between the purchase or sale price paid or received ... by the plaintiff ... and the mean trading price of that security during the 90-day period beginning on the date on which the information correcting the misstatement ... is disseminated to the market. 15 U.S.C. § 78u-4(e)(l). Nothing in the language or history of the provision indicates that Section 21D(e) was intended to create a presumption of a causal connection between the alleged fraud and the decline in stock price. The purely calculative model provided by the Section assists the courts in computing of plaintiffs damages after — and only if — the plaintiff properly pleads and proves all elements of plaintiffs 10b-5 claim, including the presence of a causal connection between the alleged fraud and plaintiffs losses. Any finding otherwise would automatically supply the causation element to all securities plaintiffs, eliminating all pleading requirements with respect to the element of loss causation in a blatant violation of the Supreme Court’s guidance in Dura which expressly sanctioned a judicial inquiry into the sufficiency of plaintiffs causal pleading and unambiguously explained that the courts should be mindful of the fact that “a lower price [suffered by the plaintiff] may reflect! ] • • • events” other than the alleged fraud. Dura, 544 U.S. at 341, 125 S.Ct. 1627. Therefore, Plaintiffs’ Complaint must also be dismissed for insufficient pleading of the loss causation element. B. Plaintiffs Unduly Ignore that the First Announcement Was an Over-disclosure Moreover, even if Plaintiffs’ pleadings of the causal connection element have not bee