Full opinion text
OPINION & ORDER JOHN F. KEENAN, District Judge. Plaintiffs 380544 Canada, Inc., Wayne Sim, and Salvatore Clave (collectively, the “Plaintiffs”) brought this action against defendant Aspen Technology, Inc. (“Aspen”) and individual defendants Lisa Zap-pala, Lawrence Evans, and David McQuillin (collectively, the “Individual Defendants”), who are former high-ranking officers of Aspen, alleging securities fraud in violation of sections 10(b) and 20(a) of the Securities and Exchange Act of 1934 (the “Exchange Act”), as well as common law fraud. Plaintiffs’ claims arise from the defendants’ alleged false or misleading statements in both public statements and private communications with the plaintiffs regarding Aspen’s revenues and accounting controls. Plaintiffs allege that, as a result of the defendants’ fraudulent portrayal of Aspen’s financial health and the efficacy of its accounting practices, Plaintiffs were induced to enter into a Securities Purchase Agreement, under which they bought approximately $6.8 million of Aspen’s stock. Plaintiffs allege that, when the defendants’ fraud was exposed, Aspen’s stock price plummeted, resulting in Plaintiffs’ financial losses. Defendants Zappala and Evans have moved, pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure, to dismiss Plaintiffs’ federal securities fraud claims as time barred. All three Individual Defendants have moved, pursuant to Rule 12(b)(6), to dismiss the federal securities fraud claims and related common law claims for failure to satisfy the heightened pleading requirements for securities fraud under Federal Rule of Civil Procedure 9(b) and the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), 15 U.S.C. § 78u-4. In addition, the Individual Defendants have moved, pursuant to Rule 12(b)(6), to dismiss the Cross Claims that were filed against them by Plaintiffs, for contribution on Aspen’s Counterclaim. For the reasons set forth below, Defendants Zappala’s and Evans’ motions to dismiss the Complaint are granted, with prejudice as to the federal securities fraud claims but with leave to Plaintiffs to re-plead the common law fraud claims. Defendant McQuillin’s motion to dismiss is in part granted and in part denied. The three Individual Defendants’ motions to dismiss Plaintiffs’ Cross Claims are granted, and the Cross Claims are dismissed with prejudice. BACKGROUND The following facts are taken from the Complaint, documents referenced in or incorporated by the Complaint, and facts of which the Court may take judicial notice. The Parties Aspen Technologies (“Aspen”) is a provider of process engineering software, organized under Delaware law, with a principal place of business in Cambridge, Massachusetts, and publically traded on the NASDAQ. Compl. ¶ 18. Aspen sells its software, and related maintenance and consulting services, primarily to companies in the petroleum, chemical, and pharmaceutical industries. Id. It is a large multinational corporation with sales offices in 33 cities (twelve in the United States, and 21 internationally); a total of 2200 full-time employees; and gross annual revenues in excess of $320 million. Id. ¶ 53 n. 3; Decl. of Patrick J. Vallely in Support of Def. Lawrence B. Evans’ Motion to Dismiss (“Vallely Decl.”), Ex. C, at 12, 13, 25. The Individual Defendants are former high-ranking officers and/or directors of Aspen. Specifically, David McQuillin (“McQuillin”) was Aspen’s Executive Vice President of Worldwide Sales and Marketing from 1997 to 2002, Co-Chief Operating Officer from 2001 to 2002, and President and CEO from 2002 until his resignation on November 24, 2004. Compl. ¶ 19. Lawrence Evans (“Evans”) was Aspen’s founder, as well as its Board Chairman and CEO until October 2002, when he stepped down as CEO and continued to serve as Board Chairman. Id. ¶ 20. Lisa Zappala (“Zappala”) was Aspen’s Senior Vice President and Chief Financial Officer (“CFO”) from 1998 until her resignation as CFO in July 2003. Id. ¶ 21. Zappala continued to serve as Senior VP of Finance until her full resignation in December 2004. Id. In 2001, Aspen began negotiations with AEAT, a British software company, regarding Aspen’s potential purchase of Hy-protech, a software subsidiary of AEAT. Id. ¶¶ 26, 29. Plaintiff Wayne Sim (“Sim”), a Canadian citizen and resident, was Hy-protech’s founder and CEO. Id. ¶ 15. Plaintiff Salvador Calve, a Spanish citizen residing in Canada, was Hyprotech’s Chief Operating Officer. Id. ¶ 16. The Securities Purchase Agreement In order to raise cash and finance its acquisition of Hyproteeh, Aspen recruited investors to purchase approximately $50 million of Aspen’s stock via a private placement. Sim and Clave were among those investors. Id. ¶¶ 30-32. From May 2001 through April 2002, prior to the plaintiffs’ purchase of Aspen’s stock under the private placement agreement, several telephonic and in-person meetings took place in which Aspen’s executives made various representations to Sim and Clave regarding Aspen’s finances, operations, and internal accounting controls. Id. ¶ 31. On May 9, 2002, Sim and Clave entered into a private placement Securities Purchase Agreement (the “SPA”) with Aspen. Pursuant to the SPA, Sim, acting through his wholly owned company, 380544 Canada, Inc., purchased 550,000 shares of Aspen’s common stock and warrants for $6.6 million. Clave purchased 16,665 shares for approximately $200,000. Under the SPA, investors — including the plaintiffs — purchased a total of over 4.1 million shares of Aspen’s stock for approximately $50 million in cash. On May 10, 2002, Aspen announced its acquisition of Hyproteeh. Id. ¶¶ 30, 32, 35-37. The SPA provided, among other things, that Aspen’s financial transactions were recorded and its public filings with the SEC prepared in conformity with generally accepted accounting principles (“GAAP”). Id. ¶ 34. The SPA was signed by Individual Defendant Zappala as Aspen’s CFO. Id. ¶ 159. After the execution of the SPA, both Sim and Clave were hired by Aspen. From June 2002 until his resignation in August 2004, Sim acted variously as Aspen’s Chief Product Officer and Senior Vice President of Sales. Id. ¶ 15. From June 2002 to October 2004, Clave acted variously as Aspen’s Vice President of Sales for the Engineering Business Unit and Senior Vice President of Sales Operations. Id. ¶ 16. Revelation of the Alleged Accounting Fraud On October 27, 2004, Aspen announced that its Audit Committee had undertaken a review of the accounting for software licensing and service agreements and would be unable to release its first quarter finan-cials. On October 29, 2004, Aspen announced that federal prosecutors had launched an investigation of Aspen’s accounting practices. On November 18, 2004, Aspen announced that it had received notice from the NASDAQ that it was subject to de-listing due to its failure to file its Form 10-Q quarterly report for the quarter ended September 30, 2004. On November 24, 2004, Aspen issued a press release announcing (I) that the company would be forced to restate its finan-cials for fiscal years 2000 through 2004 and, thus (ii) those financial statements could not be relied on. On January 31, 2005, Aspen announced that the Audit Committee’s review had identified sixteen separate material transactions for the fiscal years 2002 through 2004, that were improperly accounted for. Id. ¶ 8. On March 15, 2005, Aspen filed an Amended Form 10-K for the fiscal year ending June 30, 2004 (the “Amended Form 10-K”). In the Amended Form 10-K, Aspen advised that its annual and quarterly reports filed with the SEC for the fiscal years 1999 through 2004 could not be relied upon. The Amended Form 10-K also restated Aspen’s pre-tax and after-tax earnings for each of the six fiscal years from 1999 through 2004. The restatements revealed that Aspen had overstated its net (or after-tax) income in 2002 (by 1.4%), 2003 (by 14.6%) and 2004 (by 24.4%); had understated its net income in 1999 (by 24.6%) and 2001 (by 44.7%); and that the difference between the reported and restated income in 2000 was not material. Id. ¶¶ 9, 38-39. The accounting improprieties that forced the restatement stemmed from Aspen’s improper recognition of revenue from software licensing and service agreements. Specifically, Aspen admitted in the Amended Form 10-K that it improperly recognized revenue by: (I) entering into side agreements that altered the terms of its sales arrangements, thus allowing Aspen to recognize revenue prematurely; (ii) recording consignment sales as revenue, when in fact such sales were subject to the risk of return by the consignees; (iii) recording revenue from software licenses before it had substantially performed under the sales agreements; and (iv) recording revenue of maintenance services before it had actually performed those services. Id. ¶ 40. In the Amended Form 10-K, Aspen conceded that these accounting improprieties were all material violations of GAAP that required retroactive restatement. Id. As a result of Aspen’s negative announcements and, finally, the issuance of the Amended Form 10-K, Aspen’s stock price declined. In addition, a number of proceedings, both civil and criminal, ensued. On November 9, 2004, a Consolidated Class Action Complaint for securities fraud was filed against Aspen in the United States District Court for the District of Massachusetts (the “Class Action Complaint”). That case has settled. Id. ¶ 42. Plaintiffs allege that they “opted out of the class settlement.” Id. ¶ 42. The Class Action Complaint states, however, that “[ejxcluded from the Class are defendants, the officers and directors of the Company, at all relevant times .... ” (Class Action Compl. ¶ 14; see also Consolidated Amended Compl. ¶23, attached as Ex. F. to Vallely Decl.) In January 2007, the SEC brought civil enforcement charges against Evans, McQullin, and Zappala in the District of Massachusetts. That case remains pending. Also in January 2007, the Office of the United States Attorney for the Southern District of New York filed an information against McQuillin, charging him with two counts of criminal securities fraud. Compl. at 1. The gravamen of the Complaint is that Aspen and the Individual Defendants knowingly made false statements about Aspen’s revenues and accounting practices in meetings leading up to the execution of the SPA, in the SPA itself, in certain statements to Wall Street analysts, and in SEC filings and press releases that reported and commented on Aspen’s financial results in each of the thirteen fiscal quarters preceding the execution of the SPA. The Complaint alleges that these multiple false statements induced Plaintiffs to enter into the SPA and subsequently suffer damages when the company’s stock price fell. The Complaint, which runs to 75 pages and 180 paragraphs, contains a separate section for each of the thirteen fiscal quarters preceding the execution of the SPA. For seven of the thirteen fiscal periods, the Complaint describes specific transactions for which the revenues were improperly accounted. For example, in the section devoted to accounting improprieties that took place in the second quarter of fiscal 2001, the Complaint alleges that, in January 2001, Aspen issued a press release in which it announced the financial results for the quarter ending December 31, 2000. Id. ¶ 70. In that press release, Aspen reported growth of licensing revenue of 39% and growth of revenue from service contracts of 24%. Id. In the press release, Evans is quoted as stating that revenue and profitability showed “dramatic year-over-year improvement as a result of investments we have made to expand our supply chain implementation capacity and productivity” and that Aspen was “pleased to see continued strong license growth this quarter ...Id. The Complaint then details two transactions that Aspen entered into during that quarter in which the company improperly accounted for revenues. In one transaction, involving the sale of software to Lógica UK, a British software company, Aspen improperly recognized $1.75 million of software license revenue “because there was a side agreement to the contract which provided that Lógica was not obligated to pay Aspen unless Aspen provided Lógica with a minimum amount of software implementation services revenues.” Id. ¶ 71. Thus, under GAAP, the $1.75 million in revenue from the sale should not have been booked. The improper recognition of this revenue resulted in a material overstatement of net income. The Lógica transaction was one of the transactions restated by Aspen in its Amended Form 10-K. In a second transaction from that quarter, Aspen improperly recognized $2.75 million in software license revenue on a sale to IBM. The recognition of revenue was improper because “(i) Aspen directed an IBM employee to sign the software license agreement [ ] in January 2001 but date it December 2000 and (ii) IBM’s anticipated payment to Aspen was contingent on Aspen finding end-users to whom IBM would resell Aspen’s software.” Id. ¶ 78. Thus, the $2.75 million in revenue was improperly booked and reported in Aspen’s Form 10-Q for that quarter, which was signed by Zappala. Id. ¶ 79. This transaction also was restated in the Amended Form 10-K. The Complaint then quotes extensively from Aspen’s SEC Form 10-Q for the second quarter of 2001, which was signed by Zappala and “reaffirmed the Company’s previously announced financial results ....” Id. ¶ 85. The section of the Complaint concludes with allegations regarding the falsity of the financial data in the press release and Form 10-Q and the falsity of Evans’ quoted comments in the press release. Id. ¶86. In addition, the section alleges that the falsity of the financial data and Aspen’s representation that it complied with GAAP was caused by, among other things, the “Defendants’ improper practice of recognizing revenue on contingent and/or consignment sales.” Id. For the remaining six quarterly periods, in which there are no allegations regarding specific improperly booked transactions, the Complaint simply quotes from or cites to the press release that was issued and the quarterly form 10-Q that was filed with the SEC for each quarter. The press releases frequently quote Zappala or Evans or both as commenting on Aspen’s financial performance for the fiscal period at issue. The Complaint then alleges that the financial statements released for those periods were false, that the revenues were misstated by various amounts, and that the financial statements were subsequently restated. The Complaint typically asserts that “Aspen’s reported revenues were materially misstated due to Defendants’ improper practice of keeping certain revenues, in the freezer’ which meant that only amounts needed to meet or exceed the Company’s previously issued guidance were reported to shareholders .... ” Id. ¶ 89(b). See also ¶¶ 59(b), 68(b), 69(b), 102(b), 106(b). The False Statements For each of the thirteen fiscal quarters, the Complaint alleges that the statements contained in the SEC filings and press releases issued in the quarter “which were represented in the SPA as accurate and in compliance with GAAP, were each materially false and misleading ----” Id. ¶ 56. The false statements can be grouped into five general categories: (I) statements made to Plaintiffs in meetings leading up to the execution of the SPA; (ii) statements in the SPA itself; (in) statements in SEC filings, in particular Aspen’s Form 10-Q and Form 10-K reports for each of the thirteen quarters for which Aspen subsequently restated its financial results, as well as two registration statements and prospectuses for stock sales that took place in two of the quarterly periods, in which Aspen’s misstated financial statements were incorporated; (iv) statements in press releases issued by Aspen in connection with its release of quarterly financial results; and (v) statements made by Individual Defendant Zappala to Wall Street research analysts, in which Zappala expressed optimism about future revenue growth. (i) False Statements in Meetings Leading up to the SPA “Aspen executives, including the Defendants” conducted a number of telephonic and in person meetings with Plaintiffs leading up to the execution of the SPA on May 9, 2002. Id. ¶ 31. The meetings “took place on various dates, including May 30, August 29, and September 21, 2001 and January, March 22 and April 2, 2002.” Id. The Complaint alleges that, during those meetings, “Defendants misrepresented Aspen’s finances including Aspen’s process engineering software revenues; internal accounting controls and process; [and] operations including the number of Aspen employees; .... ” Id. Plaintiffs also allege that “Defendants” made “oral representations [that Aspen’s financial statements were prepared in accordance with GAAP] to Plaintiffs during the course of their meetings pre-dating the Securities Purchase Agreement.” Id. ¶ 122. The Complaint contains no allegations about where the meetings were held or which of the Individual Defendants made specific statements to which of the plaintiffs. (ii) False Statements in the SPA Plaintiffs allege that, although the SPA represented that “Aspen’s 10-Ks and 10-Qs did not contain any untrue statements of material fact or material omissions,” the SPA was in fact “materially false and misleading because it failed to disclose and misrepresented adverse facts .... ” Id. ¶ 43. In addition to misrepresenting Aspen’s financial results, Plaintiffs allege that the SPA, which was signed by Zappala, contained a section entitled “Internal Accounting Controls” in which the defendants falsely represented that Aspen’s “transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles ....” Id. ¶ 34. Further, Plaintiffs claim that the defendants’ warranties and representations in the SPA were knowingly false. Specifically, Plaintiffs point to the defendants’ representation that, “Since the date of the latest audited financial statements included within the SEC Reports, (I) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise)” other than those permitted by GAAP or previously disclosed by Aspen. Id. ¶ 153. Plaintiffs allege that these representations in the SPA were “false as Aspen had falsified entries and engaged in illegal transactions to inflate the revenues that were reported in the audited statements.” Id. ¶ 154. (Hi) False Statements in SEC Filings For each of the thirteen quarters in which Aspen improperly booked revenue, the Complaint refers to or quotes from Form 10-Q quarterly reports, Form 10-K annual reports, and/or Statements of Registration and Prospectuses for sales of Aspen’s stock. As noted, the Complaint alleges that the Form 10-Qs and 10-Ks reported false financial results for the relevant quarterly and annual periods that were subsequently restated in the Amended Form 10-K. In addition, the Complaint alleges that the Registration Statements and Prospectuses (issued in connection with the public sale of Aspen’s common stock to fund Aspen’s purchases of other companies) incorporated Aspen’s false financial statements. In addition to setting forth false financial statements, each of the SEC filings contained the allegedly false representation that, “[i]n the opinion of management, the accompanying consolidated condensed financial statements have been prepared in conformity with generally accepted accounting principles ....” Id. ¶ 88. Each filing also contained representations regarding Aspen’s policies for recognizing revenue on software license sales, as well as maintenance and service contracts. Each of the Form 10-Qs was signed by Zappala, as Aspen’s CFO. Each of the Form 10-Ks was signed by both Zappala and by Evans, as Aspen’s CEO. The Registration Statements and Prospectuses referenced in the Complaint were also signed by both Zappala and Evans. (iv) False Statements in Press Releases The press releases referenced in the Complaint were issued shortly after the end of each quarterly and/or annual period. The press releases report the subsequently restated financial results for each of the quarterly and annual periods at issue. The press releases also contain quotes from Zappala and/or Evans regarding Aspen’s business operations. For example, in a press release dated August 7, 2001, in which Aspen reported its financial results for the fiscal year and fourth quarter ending June 80, 2001, Evans stated that Aspen was “pleased to have exceeded expectations for both revenues and profitability this quarter in what remains a very difficult environment...and that Aspen had “closed significant multimillion transactions” "with, among others, “Yukos, a large Russian oil company.” Id. ¶ 91. The financial results for that quarter and year included $4.3 million in revenue attributed to the sale of software to Yukos. The revenue from the Yukos transaction, however, was improperly recognized, because “(I) Yukos signed the software license agreement in July 2001 but dated it in June 2001 (before the quarter end) and (ii) McQuillin entered into a side agreement with Yukos creating contingencies to Yukos’s payment obligations that were not reflected in the software license agreement.” Id. ¶ 90. Thus, the Complaint alleges, “Evans’ statement that Aspen ‘exceeded expectations for both revenues and profitability’ during the fourth quarter fiscal 2001 ... lacked a reasonable basis at all times and were therefore materially false and misleading.” Id. ¶ 98. Similarly, in a press release issued on January 23, 2002, in which Aspen announced its financial results for the second quarter of fiscal year 2002 (ending December 31, 2001), Evans stated that the company’s “revenue growth significantly exceeded our expectations.” Id. ¶ 104. Because fiscal 2002 revenues were overstated by $11 million, due to Aspen’s improper recognition of revenue, Evans’ statements allegedly lacked reasonable basis and were false and misleading. In another example, Zappala is quoted in a press release, issued on January 25, 2000, as stating the following regarding Aspen’s financial results for the second quarter of fiscal year 2000: “Strong demand for our technology and solid execution helped us to exceed expectations for revenue and profitability in the second quarter.” Id. ¶ 52. Because Aspen’s revenues were overstated for fiscal year 2000 due to improper revenue recognition, the Complaint alleges that “Zappala’s statement that ‘[s]trong demand’ and ‘solid execution’ allowed the Company to ‘exceed expectations for revenues and profitability in the second quarter’ ” of fiscal year 2000 was untrue. (v) Zappala’s False Statements to Analysts In January 2000, Aspen issued a press release in which it reported that net per share earnings for the second quarter of fiscal year 2000 were triple the per share earnings of the prior year’s second quarter. Id. ¶ 52. After issuance of the press release, Wall Street analysts published a research report in which it reiterated its “buy” recommendation for Aspen stock and stated that Zappala “ ‘guided the Street to expect improving results on the top line’ including '25% license [revenue] growth.’ ” Id. ¶ 54. Because Aspen’s revenues for fiscal year 2000 were materially overstated, the Complaint alleges that Zappala’s statements to the analysts, which were predicated on the falsely positive earnings numbers for fiscal year 2000 and predicted high revenue growth for the following year, were false. Individual Defendants’ Awareness of the Improper Accounting The Complaint contains allegations regarding McQuillin’s, and to a much lesser extent Evans’, awareness of Aspen’s improper accounting practices. In addition, the Complaint contains several allegations regarding the Individual Defendants’ compensation and stock transactions that arguably relate to the defendants’ motive to participate in the alleged accounting fraud. Finally, the Complaint also includes a number of general allegations regarding the “defendants’ ” or the “Individual Defendants’ ” knowledge or reckless disregard of the accounting improprieties. Specific Allegations The Complaint quotes liberally from an account provided in the Class Action Complaint in which two confidential informants reported certain comments made by McQuillin, and to a lesser degree by Evans, indicating their awareness of Aspen’s improper accounting practices. The first confidential informant (“Cl 1”) was a sales manager employed by Aspen from March 1998 to April 2001. Cl 1 was based in Aspen’s Houston office and had reporting responsibilities to sales executives who reported to other sales executives who, in turn, reported to McQuillin. Id. ¶ 43 & n. 1 At the time Cl 1 was employed by Aspen, McQuillin was Aspen’s Executive Vice President of Worldwide Sales, and Cl 1 regularly attended sales meetings at which McQuillin was present. Id. ¶ 43. According to Cl 1, at a December 1999 sales meeting during which the sale of software licenses to Union Carbide and other companies was being discussed, McQuillin stated, “we are going to keep this [Union Carbide revenue] in the freezer” in order to “smooth out the numbers.” According to Cl 1, McQuillin also stated in several sales meetings, “how do I orchestrate the deals to get the stock price up?” Id. The second confidential informant (“Cl 2”) was employed as Aspen’s director of business development for the company’s polymer business. Id. ¶ 43 & n. 2. Cl 2 “confirmed that Defendants improperly managed Aspen’s reported earnings” and that both “Evans and McQuillin euphemistically referred to this practice as keeping revenues ‘in the freezer.’ ” Id. ¶ 43. More specifically, Cl 2 reported on a transaction undertaken by Aspen in late 2000, in which Aspen attempted to sell $4 million in software licenses to Equate Petrochemical. According to Cl 2, Aspen negotiated with Equate Petrochemical through a middleman, Petroleum Services Company (“PSC”). Cl 2, along with other Aspen executives, participated directly in the negotiations with PSC and understood from the negotiations that PSC would purchase from Aspen only if Aspen had a firm commitment from an end-purchaser. When, near the end of the third quarter of fiscal year 2001, it appeared that neither Equate Petrochemical nor any other party would agree to purchase the software as an end-user, the deal was in jeopardy. According to Cl 2, his Aspen colleagues presented PSC’s representative with a letter stating that, if PSC purchased the software on paper prior to the end of the quarter, Aspen would accept return of the software if Equate did not finally purchase the software by the end of the following quarter. Cl 2 stated that he informed McQuillin about the terms of this prospective “questionable” side deal and received McQuil-lin’s assurance that he was “going to look into it.” Id. McQuillin never discussed this any further with Cl 2. Aspen booked the revenue for the sale in the quarter ending March 31, 2001 but did not receive payment from Equate until the late summer of 2001 (namely, the first quarter of fiscal 2002). Id. In other words, Cl 2’s account shows that (I) Aspen’s sales executives attempted to execute a side deal which would allow them to book sales revenue improperly; (ii) McQuillin was confronted with this fact before the illicit side deal was executed; (in) McQuillin did not take action and (iv) the side deal was consummated and the revenue improperly booked. The Complaint also includes a short section on the Individual Defendants’ compensation and trading activity during the period at issue. Evans is alleged to have received $2 million in compensation and to have received proceeds of “at least $81,000” from exercising Aspen stock options and selling “artificially inflated Aspen stock into the marketplace.” Id. ¶¶ 136, 137. McQuillin’s compensation was $2,446,000, and his exercise of options and sale of stock during the period of alleged fraud netted him “at least $1.5 million” in proceeds. Id. ¶ 139. Zappala’s compensation was $1,245,000 and her proceeds from the sale of Aspen stock, as a result of her exercise of options, was $622,000. Id. ¶¶ 140-41. General Allegations The Complaint contains several highly general allegations regarding the defendants’ knowledge of and/or reckless failure to learn about Aspen’s accounting improprieties. For example, the Complaint quotes extensively from statements, contained in Aspen’s SEC filings, that set forth Aspen’s accounting practices for various categories of revenues. After citing these excerpts, the Complaint alleges that “[t]he above representations were materially false and misleading when made because, as Defendants knew, or recklessly disregarded, Aspen did not recognize revenue in accordance with its publically stated accounting policies.” Id. ¶ 128. Similarly, the Complaint alleges that “Defendants knew, or recklessly ignored, that [Aspen’s booking of consignment sales as actual revenue] violated GAAP because, during the relevant period, the SEC had issued numerous statements warning its registrants to be ever vigilant about their revenue recognition practices.” Id. ¶ 130. The Complaint also quotes the SPA as representing that, since the issuance of the SEC filings prior to the execution of the SPA, there had occurred no event that could result in a material adverse effect to Aspen and that Aspen had incurred no material liability. The Complaint alleges that “Defendants well knew that representation was false as Aspen had falsified entries and engaged in illegal transactions to inflate the revenues that were reported in the audited statements.” Id. ¶ 154. The Counterclaim & Cross Claims With its Answer, Aspen filed a Counterclaim against Plaintiffs Sim and Clave, alleging fraud, breach of fiduciary duty, and a civil RICO violation. Aspen’s Counterclaim alleges that in November 2002, while serving as officers of Aspen, Sim and Clave obtained documents that revealed that Aspen had improperly accounted for revenue in the Yukos transaction. Sim and Clave allegedly failed to disclose this information to the company. Instead, Sim traded on the inside information and allegedly realized illicit profits of approximately $384,000. After they left Aspen in the fall of 2004, Sim and Clave also allegedly offered to disclose the incriminating inside information to Aspen’s Board of Directors and Audit Committee in exchange for a cash payment, an offer which Aspen refused. The Counterclaim alleges that, had Sim and Clave complied with their fiduciary duty to Aspen and revealed the information in 2002, Aspen would have been alerted to the fraud, would not have been forced to restate its financials for fiscal years 2003 and 2004, and thus would have avoided the costs associated with the restatement for those years. In their answer to Aspen’s Counterclaim, Sim and Clave asserted Cross Claims for contribution against the Individual Defendants. In their Cross Claims, Plaintiffs assert causes of action against the Individual Defendants for fraud and breach of fiduciary duty. In essence, the Cross Claims allege that, had the Individual Defendants not committed the fraud and willful fiduciary breaches as alleged in the Complaint, Aspen would not have incurred the restatement expenses which Aspen seeks to recover via its Counterclaim. Procedural History Plaintiffs filed their Complaint on February 15, 2007, asserting causes of action against (I) all defendants for their violation of Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), 15 U.S.C. § 78j(b), and SEC Rule 10b-5 promulgated thereunder, 17 C.F.R. § 240.10b-5 (“Count I”); (ii) the Individual Defendants for violation of Section 20(a) of the Exchange Act, 15 U.S.C. § 78t(a), as “controlling persons” of Aspen in Aspen’s violations of Section 10(b) and SEC Rule 10b-5 (“Count II”); (iii) all defendants for common law fraud (“Count III”); (iv) all defendants for common law fraudulent inducement (“Count IV”); (v) all defendants for conspiracy to commit and/or aiding and abetting common law fraud (“Count V”); and (vi) Aspen only for common law breach of contract. On April 17, 2007, Aspen answered the Complaint and filed its Counterclaim against Sim and Clave. On May 10, 2007, Sim and Clave answered the Counterclaim and filed Cross Claims against the Individual Defendants for contribution on the Counterclaim. On April 27, 2007, the Individual Defendants filed the present motions to dismiss the Complaint. The motions, to dismiss the Complaint were fully briefed on May 29, 2007. On July 17, 2007, the Court received the fully briefed motions by the Individual Defendants’ to dismiss Sim’s and Clave’s Cross Claims. The parties conducted oral argument on February 1, 2008. DISCUSSION (I) Legal Standard on Motion to Dismiss On a motion to dismiss, pursuant to Fed.R.Civ.P. 12(b)(6) for failure to state a claim upon which relief can be granted, the court must accept the factual allegations of the complaint as true. Bernheim v. Litt, 79 F.3d 318, 321 (2d Cir.1996). The Court, however, is not required to accept as true conclusory allegations or “a legal conclusion couched as a factual allegation.” Papasan v. Allain, 478 U.S. 265, 286, 106 S.Ct. 2932, 92 L.Ed.2d 209 (1986). The issue on a 12(b)(6) motion to dismiss is not whether the plaintiff will ultimately prevail, but whether he or she is entitled to offer evidence to support the claim. Id. A court should “read the complaint generously and draw reasonable inferences in favor of the pleader.” Cosmas v. Hassett, 886 F.2d 8, 11 (2d Cir.1989). On a motion to dismiss a complaint under Rule 12(b)(6), the district court’s function “is merely to assess the legal feasibility of the complaint, not to assay the weight of the evidence which might be offered in support thereof.” Geisler v. Petrocelli, 616 F.2d 636, 639 (2d Cir.1980). The complaint may be dismissed under Rule 12(b)(6) “only if it is clear that no relief could be granted under any set of facts that could be proved consistent with the allegations.” Hishon v. King & Spalding, 467 U.S. 69, 73, 104 S.Ct. 2229, 81 L.Ed.2d 59 (1984) (citing Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957)). (II) Statute of Limitations Zappala and Evans have moved to dismiss Plaintiffs’ federal securities fraud claims (comprising Count I, the claim for violation of Section 10(b) and SEC Rule 10b-5, and Count II, the Section 20(b) “controlling persons” claim) on the ground that those claims are barred by the applicable statute of limitations. “A plaintiff must file a securities fraud claim within the earlier of '2 years after the discovery of the facts constituting the violation’ or '5 years after such violation.’ ” In re Parmalat See. Litig., 493 F.Supp.2d 723, 730 (S.D.N.Y.2007) (quoting 28 U.S.C. § 1658(b)). Zappala and Evans, who have adopted each other’s arguments on the statute-of-limitations issue, contend that “Plaintiffs have been on notice of the allegedly problematic transactions since October 27, 2004, when Aspen issued a press release announcing that its Audit Committee was investigating the accounting treatment of certain transactions.” (Zappala Mem. at 5.) Plaintiffs did not file the instant action until February 15, 2007, which was more than 27 months after they were purportedly on notice of the fraudulent conduct at issue. Thus, the defendants contend that Plaintiffs’ federal securities fraud claims are time-barred. Plaintiffs do not dispute that they were on inquiry notice as of October 27, 2004. In any event, Aspen’s announcement of October 24, 2007, as well as the filing of the Class Action Complaint on November 9, 2004 and the press release of November 24, 2004, were sufficient as a matter of law to place the plaintiffs on notice. See Dietrich v. Bauer, 76 F.Supp.2d 312, 343 (S.D.N.Y.1999). As the court explained in Dietrich: The information that triggers inquiry notice of the probability of an alleged securities fraud is any financial, legal, or other data, including public disclosures in the media about the financial condition of the corporation and other lawsuits alleging fraud committed by the defendants, available to the plaintiff providing him with sufficient storm warnings to alert a reasonable person to the [probability] that there were either misleading statements or significant omissions involved in the sale of the [securities]. Id. Here, Aspen’s public disclosures of October 24 (the announcement that the Audit Committee had undertaken a detailed review of past transactions and the company was unable to release its quarterly finan-cials) and of November 24 (the issuance of the press release announcing that finan-cials for 2000-2004 had to be restated and could not be relied upon) as well as the November 9, 2004 filing of the Class Action Complaint alleging securities fraud against the defendants, clearly placed Plaintiffs on inquiry notice more than two years before the instant action was filed. Instead of disputing notice, Plaintiffs argue that the two-year statute of limitations was tolled by the filing of the Class Action Complaint on November 9, 2004. Plaintiffs claim that “[t]he filing of that class action tolled the statute of limitations on Plaintiffs’ federal securities claims until Plaintiffs opted out of a settlement of that class action on February 8, 2006.” (PI. Omnibus Mem. In Opp. to the Individual Defs.’ Mot. to Dismiss the Compl. (“PI. Mem.”) at 9-10.) Under the rule stated by the Supreme Court in American Pipe and Construction Co. v. State of Utah, 414 U.S. 538, 554, 94 S.Ct. 756, 38 L.Ed.2d 713 (1974), the filing of a class action complaint “suspends the applicable statute of limitations as to all asserted members of the class who would have been parties had the suit been permitted to continue as a class action.” Once the statute of limitations has been tolled, “it remains tolled for all members of the putative class until class certification is denied. At that point, class members may choose to file their own suits or to intervene as plaintiffs in the pending action.” Crown v. Parker, 462 U.S. 345, 354, 103 S.Ct. 2392, 76 L.Ed.2d 628 (1983). Once potential members “cease to be members of the class — for instance, when they opt out or when the certification decision excludes them — the limitation period begins to run again on their claims.” Ca. Pub. Emples. ’ Ret. Sys. v. Caboto-Gruppo Intesa BCI (In re WorldCom Sec. Litig.), 496 F.3d 245, 255 (2d Cir.2007). The question is whether Plaintiffs were “asserted members of the class” encompassed by the Class Action Complaint. The parties dispute whether this question may be answered at the pleadings stage. Plaintiffs maintain, in a footnote, that “[w]hether Sim and Clave were officers or putative class members and whether they perceived they were such is an inquiry that cannot be resolved on a motion to dismiss.” (PI. Mem. at 10 n. 5.) Zappala and Evans contend that the plaintiffs’ status as officers of Aspen is evident from the pleadings and documents that are either incorporated by reference or judicially noticeable by the Court. Defendants point, first, to the Class Action Complaint, a document that is quoted extensively in the Complaint and is undis-putably incorporated by reference. The Class Action Complaint defines the class as consisting of those who purchased Aspen’s stock between August 8, 2000 to October 24, 2004. The Class Action Complaint states that “[ejxcluded from the Class are defendants, the officers and directors of the Company, at all relevant times .... ” (Class Action Compl. ¶ 14.) Sim and Clave are alleged to have been vice presidents of Aspen during the class period. Next, the defendants cite to the law of Delaware, Aspen’s state of incorporation, which provides that the titles and duties of a corporation’s officers are to be set forth in the corporation’s by-laws. See Del. C. § 142(a). Finally, the defendants cite Aspen’s by-laws, which state that Aspen’s officers “shall consist of a President, a Treasurer, a Secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint, including ... one or more Vice Presidents ....” (Vallely Decl., Ex. G. § 6.1.) The Court may take judicial notice of Delaware’s law. See Pani v. Empire Blue Cross Blue Shield, 152 F.3d 67, 75 (2d Cir.1998). The Court also may take judicial notice of Aspen’s by-laws, which pursuant to federal regulations were filed with the SEC. See Kramer v. Time Warner, Inc. 937 F.2d 767, 774 (2d Cir.1991) (stating that a district court may “take judicial notice of the contents of relevant public disclosure documents required to be filed with the SEC as facts ‘capable of accurate and ready determination by resort to sources whose accuracy cannot reasonably be questioned’ ”) (quoting Fed.R.Evid. 201(b)(2)). It is undisputed that the plaintiffs were vice presidents of Aspen during the relevant class period. It is also undisputed that, under Aspen’s by-laws, “Vice Presidents” are included among the officers who may be elected or appointed by the company’s board of directors. Thus, the Class Action Complaint shows that both Sim and Clave, as Aspen’s officers during the relevant class period, were excluded as putative class members in the class action that was filed in the district of Massachusetts. Plaintiffs cite Milano v. Freed, 767 F.Supp. 450 (E.D.N.Y.1991) for the proposition that the resolution of the question is inappropriate at this point in the litigation. Milano is inapposite. In that case, the defendants claimed that the plaintiffs’ medical malpractice claim was time-barred under New York state law. Plaintiffs argued that the claim was timely under the “continuous treatment” doctrine, which provides that “where there is a continuous treatment related to the original condition or complaint, ... the statute of limitations is tolled during the course of that treatment.” Id. at 454 (internal quotation marks and citation omitted). The court held that whether the plaintiff underwent continuing treatment during the time period at issue was a factual question that could not be resolved on a motion to dismiss. Here, by contrast, as discussed, it is clear from the pleadings and documents incorporated by reference that Plaintiffs were vice presidents of Aspen who were excluded as members of the putative class by the express terms of the Class Action Complaint. No further factual inquiry is required. Despite Plaintiffs’ assertion in the Complaint that they “opted out” of the class action filed in the District of Massachusetts, the plain language of the Class Action Complaint and Aspen’s by-laws is controlling. Although a court should “read the complaint generously and draw reasonable inferences in favor of the pleader,” Cosmas v. Hassett, 886 F.2d 8, 11 (2d Cir.1989), where allegations set out in the complaint are contradicted by other matters asserted or by materials attached to or incorporated by reference in the complaint, the court is not obliged to credit the allegations in the complaint. Brown v. New York City Hous. Auth., No. 05 Civ. 10332, 2006 U.S. Dist. LEXIS 30193, at *4-5, 2006 WL 1378599, at *1-2 (S.D.N.Y. May 16, 2006). Where the plaintiffs allegations are contradicted by a document that the complaint incorporates by reference, the document controls. See Matusovsky v. Merrill Lynch, 186 F.Supp.2d 397, 400 (S.D.N.Y.2002). Thus, Plaintiffs’ allegation that they “opted out” is overcome by the express language of the Class Action Complaint, which excludes Sim and Clave from the class. Accordingly, Sim and Clave cannot be deemed “asserted members” of the class and do not benefit from the tolling rule of American Pipe. The time for filing their federal securities claims thus expired two years after they were placed on notice about the misconduct at issue. Regardless of whether the plaintiffs were deemed to have notice on October 24, November 9, or November 24, 2004, the Complaint in this case was filed in February 2007, more than two years after any of those three dates. Thus, Sim’s, Clave’s, and 380544 Canada’s federal securities fraud claims are time-barred. However, although Counts One and Two must be dismissed as against Evans and Zappala, the common law fraud claims survive. The Court’s jurisdiction over the common law claims is original rather than supplemental. As the Complaint states, federal jurisdiction in this action is based not only on the federal securities fraud statutes, it also arises from the complete diversity between the parties and the fact that more than $75,000 is in dispute. See Compl. § 12. Thus, the Court will retain jurisdiction over the common law claims. As discussed below, the standard for pleading common law fraud is not materially different from the standard for pleading federal securities fraud. Therefore, regardless of the fact that the federal claims against Zappala and Evans are dismissed as time-barred, the Court must still determine whether Plaintiffs adequately pleaded fraud against all Defendants. (Ill) Counts I, III, IV: Section 10(b) and Rule 10b-5; Common Law Fraud and Fraudulent Inducement (A) Legal Standard Section 10(b) provides that It shall be unlawful for any person, directly or indirectly ... to use or employ, in connection with the purchase or sale of any security ... any manipulative or deceptive device or contrivance in contravention of such rules and regulations as the Commission may prescribe as necessary and appropriate in the public interest for the protection of investors. 15 U.S.C. § 78j(b). Under this statutory authority, the SEC promulgated Rule lob-5, which makes it unlawful (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 operated or would operate as a fraud or deceit upon any person, in connection with the purchase of any security. 17 C.F.R. § 240,10b-5. Under New York common law, to assert a claim for fraud, a plaintiff must allege that: (1) the defendant made a materially false representation; (2) with intent to defraud and (3) the plaintiff reasonably relied on the representation, and (4) suffered injury as a result. See ABF Capital Mgmt. v. Askin Capital Mgmt., L.P., 957 F.Supp. 1308, 1323 (S.D.N.Y.). The elements for common law fraud are the same as the elements for violations of Section 10(b) and Rule 10b-5, with the exception that a claim for common law fraud need not allege that the fraud was in connection with the purchase or sale of securities. “[Bjecause [the elements of common law fraud] are substantially identical to those governing § 10(b), the identical analysis applies.” Hunt v. Enzo Biochem, 530 F.Supp.2d 580, 592-93 (S.D.N.Y.2008). (B) Pleading Requirements To state a claim for a violation of Section 10(b) of the Exchange Act and Rule 10b-5, “a plaintiff must plead that the defendant, in connection with the purchase or sale of securities, 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). The plaintiff also must satisfy the heightened pleading standards of Rule 9(b) and the PSLRA. Rule 9(b) provides: “In all aver-ments of fraud or mistake, the circumstances constituting fraud or mistake shall be stated with particularity.” Accordingly, the complaint “must: (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.” Stevelman v. Alias Research Inc., 174 F.3d 79, 84 (2d Cir.1999) (citation omitted). The PSLRA, which essentially codified Rule 9(b), provides that if the plaintiff alleges a misstatement or omission of material fact, “the complaint shall specify each statement alleged to have been misleading, the reason 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)(l). “A claim for common law fraud under New York law must also satisfy the particularity requirements of Federal Rule of Civil Procedure 9(b).” Id; see also CompuDyne Corp. v. Shane, 453 F.Supp.2d 807, 832 (S.D.N.Y.2006) (stating that the pleading requirements for common law fraud are “are essentially identical to those for pleading a violation of Rule 10b-5”). In addition, the pleading requirements for common law fraud and fraudulent inducement are identical. See JHW Greentree Capital, L.P. v. Whittier Trust Co., No. 05 Civ. 2985(HB), 2006 U.S. Dist. LEXIS 22400, at *21-22, 2006 WL 1080395, at *7 (S.D.N.Y. April 24, 2006, 2006). (C) Scienter Element In securities fraud cases, the plaintiff must allege facts showing that defendants acted with the required state of mind, or scienter. The Rule 9(b) scienter pleading standard in the Second Circuit is as follows: [PJlaintiffs must allege facts that give rise to a strong inference of fraudulent intent, which may be established either (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. Eternity Global Master Fund, Ltd. v. Morgan Guar. Trust Co., 375 F.3d 168, 187 (2d Cir.2004) (internal quotations marks omitted). In Tellabs, Inc. v. Makor Issues & Rights, Ltd., — U.S.-,-, 127 S.Ct. 2499, 2510, 168 L.Ed.2d 179 (2007), the Supreme Court held that to plead a “strong inference of scienter,” a complaint must allege facts that give rise to an inference of scienter at least as strong as any competing inference. Id. at 2509. The determination is “inherently comparative: How likely is it that one conclusion, as compared to others, follows from the underlying facts?” Id. at 2510. In comparing inferences, a court should consider “plausible nonculpable explanations for the defendant’s conduct, as well as inferences favoring the plaintiff.” Id. A complaint adequately pleads scienter only if a reasonable person would deem the inference of scienter both “cogent” and “at least as likely as any plausible opposing inference.” Id. at 2504-06, 2513. “The Tellabs decision also emphasizes that the inquiry is to be made in the context of a traditional motion to dismiss — assuming the well-pleaded facts of the complaint to be true — and that all the facts alleged, taken collectively, must be considered in deciding whether the pleading gives rise to a strong inference of scienter.” In re Top Tankers, Inc., 528 F.Supp.2d 408, 413 (S.D.N.Y.2007). (D) Analysis The Individual Defendants do not dispute that Plaintiffs have adequately pleaded that the allegedly false statements were made in connection with the purchase or sale of securities or that Plaintiffs reliance on the statements resulted in their financial loss. The sole issues to be addressed are whether (I) the Complaint adequately pleads that the false statements are attributable to the Individual Defendants and (ii) the Complaint alleges facts that give rise to a sufficiently strong inference of scien-ter for each of the Individual Plaintiffs. (i) Link Between the Individual Defendants and the False Statements The Individual Defendants do not, and cannot, dispute the actual falsity of the financial statements that were contained in Aspen’s press releases and SEC filings for the thirteen quarters at issue and were subsequently restated in the Amended Form 10-K. “Although a restatement is not an admission of wrongdoing, the mere fact that financial results were restated is sufficient basis for pleading that those statements were false when made.” In re Atlas Air Worldwide Holdings, Inc. Sec. Litig., 324 F.Supp.2d 474, 486 (S.D.N.Y.2004). Rather, the Individual Defendants argue primarily that the plaintiffs failed to link each defendant to the false statements at issue. To determine whether the Complaint successfully attributes the statements to each defendant requires a separate analysis for each category of statements. (a) Meetings Leading up to the SPA Although the Complaint broadly alleges that “[t]he meetings that led up to the Acquisition and SPA involved various presentations by Aspen executives, including the Defendants” and that “[d]uring the meetings, Defendants misrepresented Aspen’s finances,” the reference to “Defendants”, as a group, is insufficient, “[indiscriminate defendant ‘clumping’ does not adhere to the particularity standards of Fed.R.Civ.P. 9(b) and the PSLRA.” Dresner v. Utility.com, Inc., 371 F.Supp.2d 476, 493-94 (S.D.N.Y.2005) “Rule 9(b) is not satisfied where the complaint vaguely attributes the alleged fraudulent statements to ‘defendants.’ ” Mills v. Polar Molecular Corp., 12 F.3d 1170, 1175 (2d Cir.1993). See also SEC v. U.S. Envtl., Inc., 82 F.Supp.2d 237, 240 (S.D.N.Y.2000) (“[PJlaintiff must satisfy Rule 9(b) as to each individual defendant, and cannot do so by making vague allegations about the defendants as a unit.”). Because the Complaint merely alleges, without any specificity, that the Individual Defendants, acting as a unit, made false statements during several meetings leading up to the SPA, Plaintiffs have failed adequately to attribute statements made during those meetings to any of the Individual Defendants. (b) The SPA Although the Complaint alleges that Zappala signed the SPA, there are no allegations that any of the three Individual Defendants were involved in the drafting of the SPA or otherwise participated in its preparation. Nevertheless, under the group pleading doctrine, the allegedly false statements in the SPA may be attributed to the three Individual Defendants. The group pleading doctrine allows plaintiffs to “rely on a presumption that statements in prospectuses, registration statements, annual reports, press releases, or other grouppublished information, are the collective work of those individuals with direct involvement in the everyday business of the company.” Polar Int’l Brokerage Corp. v. Reeve, 108 F.Supp.2d 225, 237 (S.D.N.Y.2000). However, the doctrine “is extremely limited in scope. Courts in the Second Circuit and elsewhere have construed the doctrine as applying only to clearly cognizable corporate insiders with active daily roles in the relevant companies or transactions.” Id. (internal quotation marks and citations omitted). The group pleading doctrine has been held to apply to contracts, like the SPA, between a company and prospective purchasers of common stock and warrants. See, e.g., Dresner, 371 F.Supp.2d at 495 (allegedly false statements made in a merger agreement, pursuant to which plaintiff purchased defendant company’s stock, could be attributed to individual defendants who were corporate insiders); BHC Interim Funding, L.P. v. Finantra Capital, Inc., 283 F.Supp.2d 968, 980 (S.D.N.Y.2003) (holding that group pleading doctrine applied to alleged misstatements in loan documents). The Individual Defendants were clearly “corporate insiders with active daily roles” in Aspen’s operations in May 2002, at the time the SPA was signed. The Complaint alleges that Evans was Aspen’s CEO, Zap-pala the CFO, and McQuillin the Executive Vice-President of Worldwide Sales and Marketing, as well as Aspen’s Co-Chief Operating Officer. The group pleading doctrine has applied to corporate executives who occupied similar or even less-high ranking positions than those held by the Individual Defendants. See, e.g., In re BISYS Sec. Litig., 397 F.Supp.2d 430, 441 (S.D.N.Y.2005) (holding that group pleading doctrine applied to an executive vice president-general counsel, and an executive vice president of human resources during the relevant class period, because “[b]y virtue of their high level positions at the Company throughout the Class Period, the Court is bound to infer at this stage that all three had direct involvement in BISYS’ daily affairs.”); In re Indep. Energy Holdings PLC Sec. Litig., 154 F.Supp.2d 741, 768 (S.D.N.Y.2001), abrogated on other grounds by In re Initial Public Offering Sec. Litig., 241 F.Supp.2d 281, 352 (S.D.N.Y.2003) (holding that group pleading doctrine applied to outside director who was founder of company and held 3% of company’s shares, because he “was more akin to a ‘corporate insider’ with a special relationship to the Company, rather than an outside director”). In sum, the Complaint adequately links the Individual Defendants to the statements in the SPA. (c) SEC Filings Plaintiffs have successfully alleged that the false financial results contained in the SEC filings for the thirteen fiscal quarters at issue are attributable to the Individual Defendants. To the extent that Zappala signed the Form 10-Qs and both Zappala and Evans signed the Form 10-Ks, the allegedly false statements in those documents are directly attributable to them. See In re Atlas Air Worldwide Holdings, Inc. Sec. Litig., 324 F.Supp.2d at 487 (“false financial statements recited in a document filed with the SEC are attributable to the corporate officers that are signatories to that document”). Further, the statements in the SEC filings are also attributable to all three Individual Defendants under the group pleading doctrine. It is well settled that SEC filings are precisely the sort of group-published information to which the doctrine typically applies. See Polar Int’l, 108 F.Supp.2d at 237. As discussed, the defendants occupied sufficiently high positions at Aspen, with active daily roles, so that they may be deemed to have made the statements contained in the SEC filings. (d) Press Releases Where Zappala and Evans are directly quoted in the press releases, those quotes are attributable to each defendant. Further, the group pleading doctrine links all three Individual Defendants to the false financial results that were reported in the press releases. Like SEC filings, corporate press releases are the sort of group-published, publically disseminated documents that fall squarely within the doctrine’s scope. See Polar Int’l, 108 F.Supp.2d at 237. (e) Zappala’s Statements to Analysts Zappala does not dispute that the statements she allegedly made to Wall Street analysts are attributable to her or that those statements are allegedly false. In sum, the Complaint’s allegations are sufficient to link the false statements in the SPA, in press releases, and in SEC filings to each of the Individual Defendants. The Complaint also sufficiently alleges that Zappala made allegedly false statements to certain Wall Street analysts. The Complaint fails to allege, however, that any statements made in meetings leading up to the execution of the SPA are attributable to any of the Individual Defendants. (ii) Scienter As stated above, to adequately plead scienter in a securities fraud case, a plaintiff must allege facts that constitute strong circumstantial evidence of conscious misbehavior or recklessness, or show that the defendant had both the motive and opportunity to commit fraud. Under the Supreme Court’s holding in Tellabs, the inference of scienter must be at least as compelling as any competing, non-culpable inference. Each of the Individual Defendants argues that the Complaint fails adequately to allege scienter under a theory of either (a) motive and opportunity or (b) conscious mi