Full opinion text
MEMORANDUM AND ORDER KEITH P. ELLISON, District Judge. On April 20, 2010, the Macondo well blew out, costing the lives of eleven rig workers, and setting off a chain of events that eventually sank the Deepwater Horizon rig operated by Defendant BP pic. The blowout spilled over four million barrels of oil into the Gulf of Mexico. In the months that followed, lawsuits raising a variety of claims, including securities fraud claims, were filed across the country. The Comptroller of the State of New York and the Attorney General of Ohio — representatives of a group of plaintiffs later identified as the New York and Ohio Plaintiffs — filed suit in the Southern District of New York. (Transfer Order, Doc. No. 1.) A group later identified as the Ludlow Plaintiffs filed an action in the Western District of Louisiana. (Id.) By Order dated August 10, 2010, the Judicial Panel on Multidistriet Litigation transferred all cases involving shareholder derivative claims, securities claims, and ERISA actions to the Southern District of Texas. (Id.) Claims involving personal injury, wrongful death, and property damage were centralized in a separate docket in the Eastern District of Louisiana. The claims of both the New York and Ohio Plaintiffs and the Ludlow Plaintiffs were included in the group transferred to the Southern. District of Texas. On December 28, 2010, this Court consolidated all of the securities class actions pending in the Court, appointed the New York and Ohio Plaintiffs as lead plaintiffs, and appointed the Ludlow Plaintiffs as lead plaintiffs of a subclass. (Order, Doc. No. 79.) In its decision, this Court expressed its expectation that “the lead plaintiffs work together as needed to prevent inefficiencies” and its hope that the two lead plaintiffs would file a joint complaint, if possible. (Id.) That did not happen. Instead, the two lead plaintiffs filed two separate and extremely lengthy consolidated amended complaints. On February 14, 2011, the New York and Ohio Plaintiffs filed a Consolidated Class Action Complaint (hereinafter “Complaint”) against three corporate defendants, BP pic, BP America, Inc., and BP Exploration & Production, Inc., and against ten individual defendants (collectively “Defendants”). (Complaint (“Compl.”), Doc. No. 113.) The Ludlow Plaintiffs filed a separate complaint on February 11, 2011. (Doc. No. 112.) On March 4, 2011, this Court set a briefing schedule for Defendants’ motions to. dismiss after deciding that, by necessity, briefing in this case had to be directed separately to each complaint. (Doc. No. 120.) On May 6, 2011, Defendants filed two separate motions to dismiss the New York and Ohio Plaintiffs, distinguishing between the claims of the purchasers of BP ordinary shares (“Ordinary Share Purchasers”) (Doc. No. 153) and the remaining claims of the purchasers of BP American Depositary Shares (“ADSs”) (“ADS Purchasers”) (Doc. No. 149). The Ordinary Share Purchasers and ADS Purchasers then filed separate responses to the motions to dismiss. (Doc. Nos. 175 & 186.) Defendants filed replies in support of their respective motions to dismiss on June 21, 2011. (Doc. Nos. 216 & 220.) After briefing concluded, the Court heard oral argument on the motions to dismiss on November 4, 2011. Pending before the Court are Defendants’ Motion to Dismiss the Claims of BP ADS Purchasers in the New York and Ohio Plaintiffs’ Consolidated Class Action Complaint (Doc. No. 149) and Defendants’ Motion to Dismiss the Claims of Purchasers of BP Ordinary Shares (Doc. No. 153). Having considered the parties’ pleadings, arguments and the applicable law, the Court finds that Defendants’ Motion to Dismiss the Claims of BP ADS Purchasers (Doc. No. 149) must be GRANTED IN PART and DENIED IN PART. Defendants’ Motion to Dismiss the Claims of BP Ordinary Share Purchasers (Doc. No. 153) must be GRANTED in its entirety. I. DEFENDANTS’ MOTION TO DISMISS THE CLAIMS OF BP ADS PURCHASERS IS GRANTED IN PART AND DENIED IN PART What follows is a description of the parties, a summary of the allegations in the Complaint, the standards applicable to the motion, and the Court’s conclusions with respect to the adequacy of the allegations of false and misleading statements, materiality, and scienter. A. The Parties Lead Plaintiffs are Thomas P. DiNapoli, Comptroller of the State of New York, as Administrative Head of the New York State and Local Retirement Systems and sole Trustee of New York State Common Retirement Fund, and four Ohio systems. They are the Ohio Public Employees Retirement System, the State Teachers Retirement System of Ohio, the School Employees Retirement System of Ohio, and the Ohio Police & Fire Pension Fund, along with their statutory litigation counsel, Ohio Attorney General Mike DeWine (collectively, the “NY/OH Plaintiffs” or “Plaintiffs”). (Compl. ¶¶ 31-32.) The NY/OH Plaintiffs bring their consolidated class action on behalf of the following proposed plaintiff class: (1) all persons and entities who purchased or acquired BP ADSs (the “ADS Purchasers”) between January 16, 2007, and May 28, 2010 (the “Class Period”), and (2) all persons and entities who purchased or acquired BP ordinary shares in domestic transactions executed on foreign exchanges (the “Ordinary Share Purchasers”) during the Class Period. (Compl., at 1.) Defendants include BP pic, BP America, Inc., and BP Exploration & Production, Inc. (collectively “BP” or “the Company”) and ten of BP’s present and former officers and directors. BP pic is a U.K. corporation with its principal executive offices located in London, England. BP’s ADSs trade on the New York Stock Exchange (“NYSE”), and BP is the largest non-U.S. company listed on the NYSE. (Compl. ¶ 33.) BP’s ordinary shares are also listed on the NYSE in connection with BP’s ADS program. BP America, Inc. and BP Exploration & Production, Inc. (“BP E & P”), both wholly-owned subsidiaries of BP, are Delaware corporations with their principal places of business in Houston, Texas. (Id. ¶¶ 34-35.) The ten individual defendants were directors and officers of BP prior to and during the Deepwater Horizon spill. They are Anthony B. “Tony” Hayward, executive director of BP since 2003 and BP’s Chief Executive Officer (“CEO”) from May 2007 to October 2010 (“Hayward”); Lord Edmund John Philip Browne, BP’s CEO from 1995 to April 2007 (“Browne”); Andrew G. “Andy” Inglis, Chief Executive of Exploration and Production and an executive director of BP from 2007 to October 2010 (“Inglis”); Bryon E. Grote, a member of BP’s executive management, serving as a director since 2000 and the Company’s Chief Financial Officer (“CFO”) since 2002 (“Grote”); Douglas Suttles, BP’s Chief Operating Officer for Exploration and Production from January 2009 to at least January 2011 (“Suttles”); Iain Conn, Chief Executive for BP Refining and Marketing (“Conn”); David Rainey, BP’s Vice President of Exploration for the Gulf of Mexico (“Rainey”); Robert “Bob” Dudley, an executive director of BP since April 2009 and Group Chief Executive since October 2010 (“Dudley”); Robert “Bob” Malone, Chairman and President of BP America from July 2006 to February 2009 (“Malone”); and H. Lamar McKay, the Chairman and President of BP America, since January 2009 (“McKay”) (collectively, the “Individual Defendants”). (Id. ¶¶ 36-45.) B. Factual Allegations and Claims In a Rule 12(b)(6) motion to dismiss, the court must accept as true a plaintiffs well-pleaded factual allegations. Fed.R.CivP. 12(b)(6). The court does not, however, “accept as true conclusory allegations, unwarranted factual inferences, or legal conclusions.” Cent. Laborers’ Pension Fund v. Integrated Elec. Sews. Inc., 497 F.3d 546, 550 (5th Cir.2007) (citation omitted) (internal quotation marks omitted). Accordingly, the Court will set forth the relevant facts as alleged by Plaintiffs. The NY/OH Plaintiffs, both the ADS Purchasers and Ordinary Share Purchasers, assert violations of section 10(b) of the Securities and Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 of the Securities and Exchange Commission (“SEC”) against all Defendants. They also assert violations of section 20(a) of the Exchange Act against the Individual Defendants. In addition, the Ordinary Share Purchasers assert both New York common law and English law claims against BP. Plaintiffs seek certification as a class action pursuant to Rule 23, compensatory and punitive damages against Defendants, jointly and severally, pre-judgment interest, costs, and attorneys’ fees. Plaintiffs seek damages stemming from their stock losses following the explosion of BP’s Deepwater Horizon rig in the Gulf of Mexico on April 20, 2010. BP was unable to stop the resulting oil spill for eighty-seven days following the explosion, costing the Company somewhere between $20 and $40 billion dollars. (Compl. ¶ 26.) From the date of the Deepwater Horizon explosion through May 28, 2010, the last day of the Class Period, BP’s securities fell in value by 48%, wiping out over $91 billion in market capitalization, and causing Plaintiffs to lose as much as 40% of their investments. {Id. ¶¶ 6, 26.) 1. BP and. Its Safety Record BP is the third-largest energy company in the world. BP operates in over eighty countries and is engaged in every facet of the oil and gas industry, including drilling, exploration and production, refining, distribution and marketing, petrochemicals, and power generation and trading. (Compl. ¶ 48.) BP’s profits exceeded $10 billion per quarter in 2008, and the Company’s quarterly profits remained in the billions throughout the Class Period. {Id. ¶ 49.) Despite these record profits, BP has struggled to overcome a corporate image tarnished by an unfortunate record of safety failures and catastrophic incidents that have adversely affected both the individuals and the environments that have come into contact with BP’s operations worldwide. Plaintiffs trace BP’s troubled safety record back to 2000, when, following “life threatening incidents” at a BP refinery in Scotland, an- investigation by the U.K.’s Health and Safety Executive (“U.K. HSE”) revealed a number of. deficiencies in BP’s operational control and maintenance of process systems. {Id. ¶ 10.) From that time forward, similar safety failures occurred with some regularity, touching both BP’s land and offshore operations. In 2002, one of the rigs operated by BP in the Gulf of Mexico — the Ocean King — experienced two separate blowout incidents. {Id. ¶¶ 54-57.) The incidents prompted the U.S. Department of the Interior Minerals Management Services (“MMS”) to issue a Safety Alert to all companies drilling in the Gulf. {Id. ¶ 58.) The Safety Alert warned of the serious risk of a. blowout associated with failed cementing jobs. {Id.) Despite the warnings, blowouts continued to occur in BP’s operations. The Transocean Enterprise, a rig BP contracted in the Gulf, suffered a blowout in 2003. {Id. ¶ 59.) Another blowout occurred in 2004 on a rig BP operated as part of a joint consortium in the Nile delta. {Id. ¶ 60.) These safety failures occurred regularly, in fact yearly, up until 2005, when an explosion at BP’s Texas City refinery prompted the U.S. Chemical Safety Board (“CSB”) to order an investigation. {Id. ¶ 11.) At the CSB’s prompting, BP also established its own independent panel— the “Baker Panel,” headed by former Secretary of State James Baker — to review and improve the Company’s safety procedures. {Id.) Even while the panel was conducting its investigation, safety-related incidents continued to occur in BP’s operations. In early 2006, an oil spill occurred off the coast of Alaska after a leak in a corroded pipeline in BP’s Prudhoe Bay operations went unnoticed for weeks. {Id. ¶ 68.) BP pleaded guilty to criminal negligence in connection with the Prudhoe Bay spill and paid a fíne of twenty-two million dollars. (Id. ¶ 70.) 2. The Baker Report The Baker Panel released its final report — the “Baker Report” — in January 2007. (Id. ¶ 74.) The report cited organizational problems as the root cause of BP’s failure to respond to major incidents and concluded, among other things, that “BP management had not distinguished between occupational safety ... and process safety” and “ha[d] not adequately established process safety as a core value.” (Id.) The Baker Report also included the following ten recommendations that it urged BP to implement expeditiously: RECOMMENDATION # 1 — PRO- CESS SAFETY LEADERSHIP — The Board of Directors of BP p.l.c., BP’s executive management (including its Group Chief Executive), and other members of BP’s corporate management must provide effective leadership on and establish appropriate goals for process safety. Those individuals must demonstrate their commitment to process safety by articulating a clear message on the importance of process safety and matching that message both with the policies they adopt and the actions they take. RECOMMENDATION # 2 — INTEGRATED AND COMPREHENSIVE PROCESS SAFETY MANAGEMENT SYSTEM — BP should establish and implement an integrated and comprehensive process safety management system that systematically and continuously identifies, reduces, and manages process safety risks at its U.S. refineries. RECOMMENDATION # 3 — PROCESS SAFETY KNOWLEDGE AND EXPERTISE — BP should develop and implement a system to ensure that its executive management, its refining line management above the refinery level, and all U.S. refining personnel, including managers, supervisors, workers, and contractors, possess an appropriate level of process safety knowledge and expertise. RECOMMENDATION # 4 — PROCESS SAFETY CULTURE — BP should involve the relevant stakeholders to develop a positive, trusting, and open process safety culture within each U.S. refinery. RECOMMENDATION # 5 — CLEARLY DEFINED EXPECTATIONS AND ACCOUNTABILITY FOR PROCESS SAFETY — BP should clearly define expectations and strengthen accountability for process safety performance at all levels in executive management and in the refining managerial and supervisory reporting line. RECOMMENDATION # 6 — SUPPORT FOR LINE MANAGEMENT-BP should provide more effective and better coordinated process safety support for the U.S. refining line organization. RECOMMENDATION # 7 — LEADING AND LAGGING PERFORMANCE INDICATORS FOR PROCESS SAFETY — BP should develop, implement, maintain, and periodically update an integrated set of leading and lagging performance indicators for more effectively monitoring the process safety performance of the U.S. refineries by BP’s refining line management, executive management (including the Group Chief Executive), and the Board of Directors. RECOMMENDATION # 8 — PROCESS SAFETY AUDITING — BP should establish and implement an effective system to audit process safety performance at its U.S. refineries. RECOMMENDATION # 9 — BOARD MONITORING — BP’s Board should monitor the implementation of the recommendations of the Panel ... and the ongoing process safety performance of BP’s U.S. refineries. The Board should, for a period of at least five calendar years, engage an independent monitor to report annually to the Board on BP’s progress in implementing the Panel’s recommendations.... The Board should also report publicly on the progress of such implementation and on BP’s ongoing process safety performance. RECOMMENDATION # 10 — INDUSTRY LEADER — BP should use the lessons learned from the Texas City tragedy and from the Panel’s report to transform the company into a recognized industry leader in process safety management. The Panel believes that these recommendations ... can help bring about sustainable improvements in process safety performance at all BP U.S. refineries. (Compl. ¶ 74.) Two other reports echoed the findings of the Baker Panel and made BP aware of deficiencies in its corporate governance structure that directly contributed to the Company’s safety failures. First, following the Prudhoe Bay spill, BP retained an independent consulting firm, Booz Allen Hamilton (“Booz Allen”), to identify organizational, process, and governance issues that contributed to the spill. (Id. ¶ 72.) The Booz Allen report found that (1) BP’s management culture was consumed with cost-cutting and meeting financial targets at the expense of safety and maintenance issues, and that (2) BP’s internal communication culture failed to elevate critical risk data to senior leadership, thereby stymieing corrective action on the safety front. (Id.) Second, the CSB’s report on the Texas City explosion, released in March 2007, identified similar weaknesses. The report criticized BP management, finding that management provided “ineffective leadership and oversight,” failed to “focus on controlling major hazard risk,” “did not effectively evaluate the safety implications of major organizational, personnel, and policy changes,” and “did not implement adequate safety oversight, provide[ ] needed human and economic resources, or ... model adherence to safety rules and procedures.” (Id. ¶ 67.) Such findings, especially those in the Baker Report, prompted BP to make a concerted effort to address its previous safety shortcomings and rebuild its corporate image. Following the release of the Baker Report, BP repeatedly promised investors that it would be a different company going forward. (Id. ¶ 16.) BP took advantage of every opportunity to reiterate the Company’s renewed commitment to process safety reforms across its operations. (Id. ¶ 18.) These assurances included representations that BP was prepared to contain and adequately address any oil spill that might occur in the Gulf of Mexico. (Id. ¶ 24.) 3. BP’s Gulf of Mexico Operations BP America, BP’s largest division, is the largest producer of oil and gas in the United States. (Id. ¶ 48.) BP’s Exploration and Production business segment undertakes activities around the world, including deepwater operations in the Gulf of Mexico. (Id. ¶ 51.) BP promoted its Gulf operations throughout the Class Period. (Id.) As President of BP America, Defendant Malone explained that the Gulf of Mexico accounted for one-sixth of all oil produced in the United States and repeatedly touted the Gulf region as a key “profit centre” and “high margin” production area for BP. (Id.) According to Plaintiffs, the alleged misrepresentations acquired added significance for investors when viewed against the backdrop of BP’s profitable forecast for its Gulf operations. 4. False and Misleading Statements Made Prior to the Deepwater Horizon Disaster Plaintiffs select January 16, 2007, the “same day when BP [first] professed its commitment to becoming an industry leader in process safety,” as the start of the Class Period. (Id. ¶ 15.) The Complaint describes the allegedly false and misleading statements that BP disseminated to investors through public filings and through verbal and written statements made by the Individual Defendants throughout the Class Period. These include statements made during a press conference in January 2007 following the release of the Baker Report (Compl. ¶¶ 256-57); statements made during calls with investors and analysts, including general conference calls (Id. ¶¶ 258-60, 267) and a strategy presentation call in early 2008 (Id. ¶ 281); statements published in BP’s Annual Review in 2006, 2007, 2008, and 2009 (Id. ¶¶ 261, 277, 294, 319); BP’s Form 20-F Annual Report filings with the SEC for years 2006 through 2009 (Id. ¶¶ 264, 283, 302, 324); statements contained in BP’s 2006 Sustainability Report (Id. ¶ 266) and 2007 and 2009 Sustainability Review publications (Id. ¶¶ 287, 334); testimony given by BP executive officers before both House (Id. ¶¶ 269, 297) and Senate Committees (Id. ¶ 316); statements made by BP representatives and executive officers as participants at industry conferences, including the Sanford Bernstein 4th Annual Strategic Decisions Conference (Id. ¶ 271), the Houston Forum (Id. ¶ 275), the HRH Prince of Wales 3rd Annual Accounting for Sustainability Forum (Id. ¶ 289), Microsoft’s Global Energy Forum (Id. ¶ 291), the Cambridge Energy Research Association Executive Conference (Id. ¶¶ 292, 326), the Howard Weil Energy Conference (Id. ¶¶ 308, 328), and an event hosted by the Peterson Institute for International Economics, in Washington, D.C. (Id. ¶ 330); statements made in BP press releases, both prior to and after the Deepwater Horizon explosion (Id. ¶¶ 273, 337-52); and statements made by BP executives during interviews and speeches (Id. ¶¶ 312, 353-56). Plaintiffs present the alleged misrepresentations chronologically in their Complaint. For ease of reference, the Court has assigned numbers to the alleged misrepresentations and, in some cases, combines multiple statements made on the same date or by the same speaker. These numbers do not correspond to the numbered paragraphs in the Complaint; however, the corresponding paragraphs in the Complaint are referenced as well. The specific misrepresentations are described as follows: On January 16, 2007, BP held a press conference to discuss the release of the Baker Report. At the press conference, Browne assured investors of BP’s commitment to improving its process safety programs, stating: — “If I had to say one thing which I hope you will all hear today it is this ‘BP gets it.’ And I get it too.” — “I recognize the need for improvement and that my successor, Tony Hayward, and I need to take a lead in putting that right by championing process safety as a foundation of BP’s operations.” — “Finally, in its executive summary, the Panel says it believes that BP’s workforce is ready, willing and able to participate in a sustained Group-wide effort to move BP towards excellence in process safety. I wholeheartedly agree. And I would like to make clear that the tone is indeed being set at the top.” (Misrep. No. 1; Compl. ¶ 256.) According to Plaintiffs, Browne’s promises were false from the beginning, as BP continued to expand its deepwater operations without implementing adequate safety procedures for well testing during deepwater drilling. (Compl. ¶ 257(a).) Shortly after Browne’s announcements at the press conference, BP held a conference call with analysts and investors. Browne, Grote, Hayward, Dudley, and Inglis participated in the call, which took place on February 6, 2007. Hayward made the following statement during the call: — “I would now like to give you new guidance for our expected future production rates. Relative to our projections of February last year, our production forecast has been impacted by five things. Firstly, we further increased our focus on safety and operational efficiency and will in some cases deliberately slow the pace of our activity in order to improve its safety and efficiency.” (Misrep. No. 2; Compl. ¶¶ 258-60.) Plaintiffs contend that Hayward’s projections were false because BP continued to expand its deepwater drilling operations without implementing safety protocols. Further, claim Plaintiffs, BP always placed expediency over safety, rendering false Hayward’s promises to “deliberately slow the pace” of operations. (Compl. ¶ 260(b).) On February 23, 2007, BP released its 2006 Annual Review, which contained the following statements: — “What does the world expect of an energy company today? We believe it is to provide energy to customers now and in the future in a safe, sustainable and environmentally responsible way. BP strengthened its commitments to these principles in 2006.” — “Safety has always been one of our core priorities. When the safety of people and of BP operations is at stake, actions matter far more than words. We continued to make significant investment and took numerous actions to improve the three dimensions of safety — personal safety, process safety, and the environment — and the monitoring of all our operations in 2006.” (Misrep. No. 3; Compl. ¶ 261.) The document also contained the following statements by Browne, as part of the “Group chief executive’s review”: — “We have been -urgently addressing operational issues and matters related to our safety performance.” — “Safety has always been one of our core priorities.” — “BP aspires to be an industry leader in the three dimensions of safety — personal safety, process safety and the environment.” (Misrep. No. 4; Compl. ¶ 262.) Browne also represented that BP’s current aim was “to develop a timely and intelligent plan of action in order to transform BP into an industry leader in process safety management.” (Id.) Plaintiffs point to BP’s continued expansion of its deepwater drilling operations without implementing environmental safety protocols as evidence of the falsity of these statements. (Compl. ¶ 263(a)-(b).) BP filed its 2006 . Annual Report, Form 20-F, with the SEC on March 6, 2007. Defendants Browne and Grote signed the report, which highlighted the Gulf of Mexico as one of BP’s new “profit centres.” (Id. ¶ 264.) The Report contained relevant statements such as the following: — “Profit centres are, or are expected to become, areas that provide significant production and income for the segment. Our new profit centres are in ... the deepwater Gulf of Mexico ... where we believe we have competitive advantage and which we believe provide[s] the foundation for volume growth and improved margins in the future.” — “Deepwater Gulf of Mexico is one of our new profit centres and our largest area of growth in the US. In 2006, our deepwater Gulf of Mexico crude oil production was 195mb/d and gas production was 323mmcf/d.” — “A risk of increased environmental costs and impacts is inherent in particular operations and products of the group and there can be no assurance that material liabilities and costs will not be incurred in the future. In general, the group does not expect that it will be affected differently from other companies with comparable assets engaged in similar businesses.” (Misrep. No. 5; Compl. ¶ 264.) Plaintiffs claim that BP’s comparison to its industry peers was misleading in that BP’s focus on high-risk deepwater operations, coupled with its failure to implement industry best practices, actually increased BP’s risk profile beyond that of its industry peers. (Compl. ¶ 265(d).) In its 2006 Sustainability Report, released in April 2007, BP first referenced its Operational Management System (“OMS”), the program that would serve as the foundation for the changes to BP’s process safety procedures. The Sustainability Report represented that, as part of OMS, BP “document[s] and rigorously follow[s] procedures for safe and effective operating.” (Misrep. No. 6; Compl. ¶ 266.) Plaintiffs contend this statement was false because BP did not have adequate documented procedures for its operations, particularly for its drilling operations. (Compl. ¶ 266.) On April 24, 2007, BP held a conference call with analysts and investors. During the call, Defendant Grote, BP’s CFO at the time, stated the following: — “2007 will represent a year of consolidation. We are stabilizing our operations and beginning to build momentum as Texas City continues its recommissioning and we focus on delivering major E & P projects like Atlantis and Thunder Horse. Our strategy is unchanged and our current focus remains on safe and reliable operations and the delivery of improved performance.” (Misrep. No. 7; Compl. ¶ 267.) Plaintiffs claim that Grote’s statement misled investors because BP continued expanding its deepwater drilling without implementing safety procedures and failed to disclose multiple safety failures and near-failures in its deepwater operations. (Compl. ¶ 268(a)-(b).) On May 16, 2007, Malone testified before the U.S. House of Representatives Committee on Energy and Commerce, Subcommittee on Oversight and Investigations. In both verbal and written testimony, Malone stated: — “Today, I want to assure you that we get it. We have learned the lessons of the past.” — “BP America is committed to safety, and the expectation of our management is that budget guidelines should never result in a compromise in safety performance. That is and has long been our philosophy....” — “I continue to meet with employees to reinforce my expectations of them: that they must ensure that our operations are safe, that they understand that they have both a right and responsibility to shut down any process they feel is unsafe or operationally unsound, and that they are encouraged to raise concerns on any issue.” — “BP does not tolerate retaliation against workers who raise safety concerns.” (Misrep. No. 8; Compl. ¶ 269.) In addition to Plaintiffs’ contention that BP expanded its deepwater drilling operations without implementing safety procedures, Plaintiffs also allege that Malone falsely represented that BP did not retaliate against workers who raised safety concerns. (Compl. ¶ 270(c).) According to Plaintiffs, BP was aware that substantiated complaints of retaliation had been submitted to the Company through numerous avenues, including the Ombudsman’s office. (Id.) On September 25, 2007, Inglis gave a speech at the Sanford Bernstein 4th Annual Strategic Decisions Conference. His remarks included the following statements: — “One aspect of our focus on safe and reliable operations that I mentioned earlier is our new standardized Operating Management System (OMS). This will provide a blueprint for safety and all aspects of operations throughout BP, making sure operations are undertaken to a consistently high standard worldwide.” — “By taking and managing risks in frontier regions we have established an unrivaled asset base in some of the world’s most prolific basins. Management of those assets has given us a resource base of nearly 60 billion barrels, with a significant portion in conventional resources. We are developing strong growth in deepwater and tight gas through a spread of major projects around the world.” (Misrep. No. 9; Compl. ¶ 271.) Plaintiffs again cite BP’s expansion of deepwater drilling, lack of safety protocols, and string of near-failures as evidence of the falsity of Inglis’s statements. Plaintiffs also allege that BP’s OMS program in fact did not provide a “consistently high standard worldwide” because BP continued to vary its safety practices and standards depending on the particular country in which it operated. (Compl. ¶ 272.) On October 25, 2007, BP announced in a press release the resolution of various investigations, including those into the Texas City explosion and the Prudhoe Bay spill. The press release included the following statements by Malone: — “In the months and years since these violations occurred, we have made real progress in the areas of process safety performance and risk management.” — “BP America is in the midst of a comprehensive effort to improve its safety culture and to strengthen and standardize process safety and risk management programs at all BP-operated facilities.” (Misrep. No. 10; Compl. ¶ 273.) Malone’s representations were allegedly false because, in addition to the reasons outlined above, BP did not standardize its process safety programs. Instead, BP implemented budget cuts and staff reductions aimed specifically at its safety programs. (Compl. ¶ 274.) A few weeks later, Hayward, too, spoke of BP’s commitment to process safety. On November 8, 2007, at the Houston Forum, Hayward made the following representation: — ‘We continue to implement the roadmap provided to ourselves and the industry by the excellent work of the Baker Panel. BP remains absolutely committed to taking these lessons and becoming a world leader in process safety.” (Misrep. No. 11; Compl. ¶ 275.) As with their allegations regarding Inglis’s statements, Plaintiffs claim that Hayward misled investors with regard to BP’s OMS program because the OMS program permitted BP to meet the minimum local requirements in each country where it operated, as opposed to industry best practices. (Compl. ¶ 276(d).) BP published its 2007 Annual Review on February 22, 2008. The Annual Review contained many statements specifically related to BP’s process safety efforts. These included: — “Throughout 2007, BP continued to progress the process safety enhancement programme initiated in response to the March 2005 incident at the Texas City refinery. We have made progress across the group on all the recommendations.” — “Leadership — We have consistently communicated that safe and reliable operations are our highest priority. Our safety and operations audit group was strengthened and completed 28 audits in 2007.” — “Management systems — Implementation of our operating management systems began at an initial group of sites, which included all five U.S. refineries.” — “Knowledge and expertise — We established an executive level training programme, ran process safety workshops and launched an operations academy for site-based staff to enhance process safety capability. Specialists have been deployed at our U.S. refineries to accelerate priority improvement programmes.” — “Culture — To reinforce the need for a stronger safety culture, we undertook in-house assessments of BP’s safety culture, supported by communication from leadership.” — “Indicators — Progress has been made in developing leading and lagging indicators, building on metrics already reported to executive management. We are working with the industry to develop indicators and this includes progress to agree a [sic] metric covering loss of primary containment.” (Misrep. No. 12; Compl. ¶ 278.) The 2007 Annual Review also contained a section titled, “Group chief executive’s review.” In this section, Hayward elaborated on BP’s prioritization of safety, stating that, “When I took over as group chief executive, the immediate task was to restore the integrity and efficiency of BP’s operations. I set out three priorities: safety, people and performance.” (Misrep. No. 13; Compl. ¶ 279.) Plaintiffs cite the same facts- — including cost cutting measures by BP, expansion of deepwater drilling operations, and an accumulation of undisclosed safety failures — as evidence of the falsity of the statements in the 2007 Annual Review. (Compl. ¶ 280.) BP conducted its 2008 Strategy Presentation during a conference call with investors and analysts on February 27, 2008. Individual Defendants Hayward, Inglis, Dudley, Conn, and Grote participated in the call. Several of the Individual Defendants underscored BP’s commitment to safety as a top priority. For example, Hayward explained that: — “2007 saw further improvement in [BP’s] overall safety performance. Over the last eight years, our safety performance, measured by Recordable Injury Frequency Rate, the standard measure of safety in our industry, has improved three-fold. As -you can see on this chart, our performance is amongst the best in our industry.” — “[0]ur intense focus on process safety continues. We are making good progress in addressing the recommendations of the Baker Panel and have begun to implement a new Operating Management System across all of BP’s operations. Integrity-related incidents have fallen significantly over the last three years, and oil spills of more than one barrel continue a strong downward trend.” — “Safe and reliable operations remain our number one priority.” — “We are taking action to close the competitive gap through a focused effort on three priorities of safety, people and performance. We are determined to operate safely and reliably, to develop the capability of our people and to drive performance through restoring operational momentum. At the same time we are rigorously reducing complexity and cost. In Exploration and Production, we continue to see the benefits of our strategy.” Defendant Inglis made similar statements during the conference call: — “Our top priority continues to be the safety and reliability of our operations. In 2007, we saw both an improvement in personal safety and increased reliability.” — “[I]n the Gulf of Mexico, our priorities are clear — grow revenues near term through the safe startup and ramp-up of Atlantis and Thunder Horse.... We’re on track in executing that strategy. We’ve established a highly competitive position through our extensive lease-holding and track record in exploration.” (Misrep. No. 14; Compl. ¶ 282.) Plaintiffs allege that all of these representations were false, citing BP’s expansion of deep-water drilling without appropriate safety protocols, its cost-cutting and staff reduction initiatives, variation in BP’s OMS program by country, and a string of allegedly undisclosed safety mishaps. (Compl. ¶ 282.) BP followed the February conference call with the filing of its 2007 Annual Report, Form 20-F, on March 4, 2008. The Annual Report touted BP’s “strong portfolio of assets” and referred to the Gulf of Mexico as one of BP’s “current areas of major development” where BP believed it had a “competitive advantage.” (Id. ¶ 283.) The Annual Report also discussed BP’s risk assessment efforts, including OMS, as follows: — ‘We have completed 50 major accident risk assessments (MARs). The assessments identify high-level risks that, if they occur, would have a major effect on people or the environment. Many of these risks, such as a loss of containment from our operations, are common across the industry. Mitigation plans to manage and respond to identified risks form part of the MAR analysis.” — “[T]he OMS ‘is the foundation for a safe, effective, and high-performing BP.’ ” — “A continuous improvement process drives and sustains improvement of these elements at a local level.” — “A risk of increased environmental costs and impacts is inherent in particular operations and products of the group and there can be no assurance that material liabilities and costs will not be incurred in the future. In general, the group does not expect that it will be affected differently from other companies with comparable assets engaged in similar businesses.” (Misrep. No. 15; Compl. ¶ 283.) Although BP referenced mitigation plans, Plaintiffs allege that BP failed to reveal that BP’s plans left the Company ill-equipped to deal with an oil spill in the Gulf of Mexico. Plaintiffs claim that BP falsely represented both that it had completed mitigation plans and that the plans would have provided adequate oil spill response protocols. (Compl. ¶ 284.) In addition, while BP described OMS as the foundation for BP’s safety efforts, OMS actually allowed BP to use different safety practices and standards in different countries. (Id. ¶ 272(b).) On April 17, 2008, BP held the Company’s 2008 Annual General Meeting. BP subsequently posted transcripts of speeches given by Hayward and BP Chairman Peter Sutherland at the meeting. Hayward’s remarks included the following: — “Safety is our number one priority and in 2007 our overall safety record continued to improve. Over the last eight years our safety performance according to the standard industry measure has improved threefold and is now among the best in our industry.” — “Our intense focus on process safety continues. We are making good progress in addressing the recommendations of the Baker Panel and have begun to implement a new Operating Management System across all of BP’s operations. This is aimed at ensuring that our operations across the world look and feel the same everywhere — and perform to the same high standard.” (Misrep. No. 16; Compl. ¶ 285.) In addition to the reasons demonstrating falsity already discussed above, Plaintiffs contend that BP misrepresented its professed commitment to safety in that it failed to disclose that BP was implementing safety budget cuts and staff reductions which impacted the Company’s ability to drill safely in the Gulf. (Compl. ¶ 286.) On May 28, 2008, BP issued its 2007 Sustainability Review, which included a “Group chief executive’s introduction” section signed by Hayward. The section contained the statement,. “We are also now introducing our new operating management system (OMS), designed to bring greater consistency to our operations.” (Misrep. No. 17; Compl. ¶287.) This statement was allegedly misleading because BP had no intention of implementing consistent practices throughout the Company. (Compl. If 272.) In addition, BP continued to receive citations from U.K. authorities. The Company received at least one-hundred non-public citations over a four year span, belying its supposed commitment to consistent and safe operations. (Id. ¶ 97.) Hayward also gave a speech at the HRH Prince of Wales’s 3rd Annual Accounting for Sustainability Forum on December 17, 2008. BP subsequently posted a transcript of Hayward’s speech on its website. During the speech, Hayward spoke of BP’s continued effort to improve its process safety practices following the Texas City refinery explosion, and stated that: —■ “One of the many consequences for [BP] has been to develop and embed a new Operating Management System right across BP — and we operate in 100 countries — so that is no mean feat.” — “The critical aspect of this system is that it actually translates words into action. It starts out as a set of requirements which are the platform for safe, reliable, responsible operating activities. And then we continuously improve what we do, every day, every month, every year — in pursuit of sustainable operating excellence.” (Misrep. No. 18; Compl. ¶289.) In addition to the inconsistent practices and numerous regulatory citations from both U.S. and U.K. agencies, an internal December 2008 strategy document warned BP executives of major process safety concerns in the Gulf of Mexico. (Compl. ¶ 19.) The warnings contained in the internal document severely undermined Hayward’s portrait of BP’s safety efforts. During a presentation at the Microsoft Global Energy Forum in February 2009, BP stated that, as part of the OMS program, “We [BP] document and rigorously follow procedures for safe and effective operating.” (Misrep. No. 19, Compl. ¶ 291.) Shortly thereafter, in a speech at the Cambridge Energy Research Association (“CERA”) Executive Conference on February 10, 2009, Hayward again touted BP’s safety procedures. Hayward opined that, because “[BP] ha[s] the know-how and technology to tap these resources safely and with minimal impact to the environment,” the U.S. should allow drilling on the outer continental shelf and “support the hydrocarbon resources here in the US.” (Misrep. No. 20; Compl. ¶292.) Plaintiffs assert that these statements were false because BP was unprepared to deal with the Deepwater Horizon oil spill in the Gulf of Mexico. (Compl. ¶ 293.) BP’s 2008 Annual Review, issued on February 24, 2009, provided additional assurances to investors of the Company’s commitment to safety. The Annual Review stated, in part: — “Our forward agenda focus on safety, people and performance is paying off. BP is in the leading group for safety performance in the industry.” — “Safety, both personal and process, remains our highest priority. 2008 was one of our best years ever for personal safety, with our performance expected to remain among the best in the industry. During the year we began migrating to the new BP OMS, which has an increased focus on process safety and continuous improvement. The majority of our operations in North America Gas, the Gulf of Mexico, Colombia and the Endicott field in Alaska all completed the migration to the OMS in 2008.” — “Safety is our top priority ... We continue to work to establish a strong safety culture, developing deep knowledge within every employee and sharing learning.” (Misrep. No. 21; Compl. ¶ 294.) The document also included a “Group chief executive’s review” section signed by Hayward. In a Q & A section discussing Hayward’s priorities for BP, Hayward explained that: — “Our number one priority was to do everything possible to achieve safe, compliant and reliable operations .... Safety must inform every decision and every action. The BP operating management system (OMS) turns the principle of safe and reliable operations into reality by governing how every BP project, site, operation and facility is managed.” (Misrep. No. 22; Compl. ¶ 295.) These statements were allegedly false and misleading for the reasons already set forth above. (Compl. ¶ 296.) On February 25, 2009, McKay testified before the U.S. House of Representatives Committee on Natural Resources. In the written testimony he submitted, McKay represented that “[t]he track record of BP and the industry generally in the Western and Central Gulf of Mexico (GOM) demonstrates that when areas are opened, they can be leased, explored and developed to the highest environmental and operational standards in the world.” (Misrep. No. 23; Compl. ¶ 297.) McKay’s representations allegedly were false because, as president of BP America, McKay was aware of the safety deficits discussed above, including multiple safety failures that BP had experienced, but not reported, in its deepwater drilling operations. (Id.) He also allegedly was aware of the internal strategy document warning of major process safety concerns in the Gulf. (Id.) In March 2009, BP held its 2009 Strategy Presentation for investors. Defendants Hayward, Inglis, and Conn participated. BP released a transcript of the presentation, which contained the following statements: — From Hayward: “2008 was another year of progress on our number one priority of safe and reliable operations.” — “We remain focused on process safety and asset reliability. We have begun the implementation of [OMS], which covers everything from employee competencies to risk assessment, and we’re already seeing the benefits.” — From Inglis: “There is one important caveat: safe and reliable operations come first whatever cost efficiency measures we undertake, and we continue to advance the safety and reliability of our operations through implementing OMS.” (Misrep. No. 24; Compl. ¶ 300.) These statements were allegedly false and misleading because BP was in fact implementing budget cuts and staff reductions in key areas impacting the Company’s ability to keep its professed commitment to safety. (Compl. ¶ 301(e).) Following its Strategy Presentation, BP filed its 2008 Annual Report, Form 20-F, with the SEC. Hayward and Grote signed the form. Plaintiffs identify numerous statements in the 2008 Annual Report as false and misleading, including: — “During 2008, we continued to pur- ■ sue our three strategic priorities of ‘Safety’, ‘People’ and ‘Performance’, which underpin BP’s ‘forward agenda’.” •— “Our first priority will always be to ensure the safety and integrity of our operations.” ■ — ■ “Throughout 2008, senior leadership across the group continued to hold safety as their highest priority.” — “All operated businesses plan to transition to OMS by the end of 2010. Eight sites completed the transition to OMS in 2008; ... four Exploration and Production sites, North America Gas, the Gulf of Mexico, Colombia and the Endicott field in Alaska.... A core aspect of OMS implementation is that each site produces its own ‘local OMS’, which takes account of relevant risks at the site and details the site’s approach to managing those risks.” (Misrep. No. 25; Compl. ¶ 302.) These statements were allegedly false and misleading because Defendants misrepresented that the Gulf of Mexico site had completed the transition to OMS and had produced a “local OMS” but failed to disclose that BP’s Gulf operations lacked adequate operational protocols and safety procedures necessary to reduce the risk of catastrophic failure. (Compl. ¶ 303.) On March 10, 2009, BP’s initial exploration plan (“IEP”) for the Mississippi Canyon Block 252 — the site of the Macondo well- — was marked “submitted” by the MMS. Plaintiffs allege that the IEP was initially received by the MMS on February 23, 2009 and was available to the public no later than March 10, 2009. (Id. ¶ 304.) Plaintiffs claim that the IEP falsely certified “that BP Exploration & Production Inc. has the capability to respond, to the maximum extent practicable, to a worst-case discharge, or a substantial threat of such discharge, resulting from the activities proposed in our Exploration Plan,” that is, the development of the Macondo well site. (Misrep. No. 26; Compl. ¶ 304.) The IEP also made specific representations about BP’s ability to respond to a blowout, stating that: — “In the event of an unanticipated blowout resulting in an oil spill, it is unlikely to have an impact based on the industry wide standards for using proven equipment and techonology for such responses, implementation of BP’s Regional Oil Spill Response Plan which address [sic] available equipment and personnel, techniques for containment and recovery and removal of the oil spill.” (Id.) According to Plaintiffs, these representations in BP’s IEP were revealed to be false when BP proved unable to respond to the blowout on the Deepwater Horizon. Following the spill, a group of U.S. Senators wrote a letter to Attorney General Eric Holder, stating that BP’s response and implementation, of spill control efforts “appealed] to be taking place on an ad hoc basis.” (Compl. ¶ 307(a).) BP later acknowledged that the techniques it relied on in its containment efforts “involve[d] significant uncertainties because they ha[d] not been tested in these conditions before.” (Id.) On March 25, 2009, McKay gave a speech at the Howard Weil Energy Conference in New Orleans, in which he discussed BP’s Gulf operations. In the speech, McKay explained “that managing costs down does not mean BP will be skimping when it comes to ensuring our operations remain safe, reliable and compliant in the years ahead.” He further assured the audience that “[s]afety will continue to have first call on the company’s resources.” (Misrep. No. 27; Compl. ¶ 308.) Shortly thereafter, in April 2009, Hayward spoke at BP’s 2009 Annual General Meeting and stated that “[BP’s] number one priority of safe and reliable operations has been vital to the underpinning of our restored competitive performance.” (Misrep. No. 28; Compl. ¶ 310.) In May 2009, BP’s Group Head of Research and Technology, David Eyton, gave a speech at Cambridge University in England. During his speech, Eyton discussed BP’s ability to operate at the “frontiers,” including the Gulf'region, and claimed that “[technology has continuously improved the safety and environmental footprint of our industry.” (Misrep. No. 29; Compl. ¶ 312.) These statements were allegedly false and misleading for the same reasons set forth above, including BP’s failure to implement safety protocols in the Gulf, its cost-cutting measures undermining the safety of its operations, and undisclosed prior safety failures. (Compl. ¶ 311.) On June 30, 2009, BP filed its revised Oil Spill Response Plan for the Gulf of Mexico (“Regional OSRP”). Like BP’s IEP, the Regional OSRP provided estimates of the amount of oil BP could recover during a spill. Specifically, the Regional OSRP stated that “[t]he company [BP] and its subcontractors could recover approximately 491,721 barrels of oil per day (or more than 20.6 million gallons) in the event of an oil spill in the Gulf of Mexico.” (Misrep. No. 30; Compl. ¶ 314.) This estimate was allegedly false and misleading given that BP was unable to contain the spill from the Deepwater Horizon, which spilled only about 60,000 barrels of oil per day. (Compl. ¶¶ 315, 5.) On November 19, 2009, Rainey testified before the U.S. Senate Committee on Energy and Natural Resources, providing both oral and written testimony. Rainey’s testimony included the following representation: “Releases from oil and gas operations are rare, and the application of technology has enabled a dramatic reduction of releases from our industry over the last 30 years.” Rainey then elaborated on these technologies, providing the following examples of “technologies which have helped to reduce accidental releases”: down hole flow control valves that shut down the well automatically if damage to the surface equipment is detected; blowout preventer technology including redundant systems and controls; new and improved well control techniques; sensors to monitor subsurface and seabed conditions for pressure changes; and BP’s fiber optic network in the Gulf “which allows [BP] to monitor well pressures in real time, both at the facility and in [BP’s] offices in Houston.” (Misrep. No. 31; Compl. ¶ 317.) Rainey’s statements were allegedly false and misleading because BP had purposefully removed redundant systems in its drilling operations in the Gulf of Mexico, alterations that included removal of one of the blind shear rams on the Deepwater Horizon’s blowout preventer. (Compl. ¶¶ 94, 318.) BP released its 2009 Annual Review on February 26, 2010. The document included statements praising the success of BP’s Gulf operations and its commitment to safety, such as: — “In Exploration and Production our strategy is to invest to grow production safely, reliably and efficiently by strengthening our portfolio of leadership positions in the world’s most prolific hydrocarbon basins, enabled by the development and application of technology and strong relationships based on mutual advantage.” — “Safety, both personal and process, remains our highest priority.” (Misrep. No. 32; Compl. ¶ 319.) The “Chairman’s letter” section of the Annual Review further espoused BP’s commitment to safety, proclaiming that “the board will strive to set high expectations of how risk is managed and remain vigilant on oversight.” (Id.) Finally, Hayward’s statements in the Annual Review, included as part of the “Group chief executive’s review,” contained additional alleged misrepresentations, including: — “Our priorities remained absolutely consistent — safety, people and performance — and you can see the results of this focus with improvements on all three fronts.” — “We continue to show our ability to take on and manage risk, doing the difficult things that others either can’t do or choose not to do.” (Misrep. No. 33; Compl. ¶ 320.) The foregoing statements were allegedly false and misleading for the same reasons set forth above. (Compl. ¶ 321.) On March 2, 2010, BP conducted its 2010 Strategy Presentation. Hayward, Inglis, and Conn participated in the event. During the presentation, Defendants again assured investors that safety was BP’s top priority. Such assurances included the following statements: — By Hayward: “Our focus on safe and reliable operations is now strongly embedded in our business; we are continuing to build the core capabilities of our people; ... Safety, remains our number one priority and we can see clear progress.” — By Hayward: “In summary, we are strengthening the safety culture throughout our business, and building a track record that we intend to become industry leading.” — By Hayward: “We will vigorously drive cost and capital efficiency whilst at the same time maintaining our first priority of safe and reliable operations.” —■ By Inglis: “Our strategy is clear. We invest to grow production safely, reliably and efficiently.” — By Inglis: “There is one important caveat: safe and reliable operations always come first, whatever cost efficiency measures we undertake.” — By Conn: “Safe and reliable operations remain the no. 1 priority. In 2009 we had one of the best years in terms of safety performance, with many of our personal and process safety measures comparing favorably with industry peers and no workforce fatalities.” (Misrep. No. 34; Compl. ¶ 322.) These statements allegedly falsely represented that BP’s safety performance compared favorably with that of its competitors when, in fact, BP’s focus on and expansion of high-risk deepwater operations and its failure to adopt industry best practices for safety increased the Company’s potential liabilities beyond those of its competitors. (Compl. ¶ 323.) On March 5, 2010, BP filed its 2009 Annual Report, Form 20-F, with the SEC. Hayward and Grote signed the report. The report allegedly contained numerous false statements. For example, the report addressed BP’s reliance on OMS as a “systematic framework for safe, reliable and efficient operations” and a “common framework for all BP operations.” (Misrep. No. 35; Compl. ¶ 324.) Additionally, the report repeatedly emphasized safety as BP’s priority and claimed that BP had “continued to strengthen [its] processes for managing compliance” with a variety of regulations. (Id.) It also referenced the Ombudsman’s office and noted that “employees and contractors c[ould] contact him confidentially to report any suspected breach ... including safety concerns.” (Id.) Finally, the Annual Report made specific reference to the Texas City incident and BP’s subsequent progress on the safety front, stating that: — “Following the tragic incident at the Texas City refinery in 2005 the [Safety, Ethics, and Environment Assurance] committee has observed a number of key developments, including: the establishment of a safety & operations (S & O) function with the highest caliber of staff; development of a group-wide operating management system (OMS) which is being progressively adopted by all operating sites; the establishment of training pro-grammes in conjunction with MIT that are teaching project management and operational excellence; the dissemination of standard engineering practices throughout the group.... Throughout this time the group chief executive has made safety the number one priority.” (Misrep. No. 35; Compl. ¶ 324.) The foregoing statements in the Annual Review were allegedly false and misleading for all of the reasons discussed above. (Compl. ¶ 325.) In March 2010, Defendants Hayward and Inglis gave several speeches that included additional misrepresentations. On March 9, 2010, Inglis spoke at the CERA Week conference in Houston, Texas. A transcript of Inglis’s speech, posted on BP’s website, included the following representation: — “[BP has] developed the capability to create advanced floating production facilities, complex riser systems, and subsea equipment with the ability to integrate the elements to cope with extreme temperatures, pressures, and oceanographic conditions. And that has enabled BP to become the leading deepwater IOC.” (Misrep. No. 36; Compl. ¶ 326.) At the Howard Weil Energy Conference in New Orleans, held on March 22, 2010, Inglis again praised BP’s competitiveness in the Gulf region, claiming that “we are now the leading deepwater producer and a lot of our deepwater experience has, of course, been gained in the Gulf of Mexico.” (Misrep. No. 37; Compl. ¶ 328.) Inglis’s statements were allegedly false and misleading when made because, in addition to the reasons discussed above, BP’s Senior Vice President for Drilling Operations in the Gulf of Mexico, Kevin Lacy (“Lacy”), had informed Inglis directly of his concerns that BP lacked a commitment to improving process safety in the Gulf region and that the Company’s reorganization was placing BP’s offshore operations at risk. (Compl. ¶ 119.) Lacy allegedly spoke to Inglis in December 2009. (Id.) Hayward, too, delivered a speech in March 2010, in which he discussed BP’s changes to its safety program following the Texas City refinery explosión. During the speech, which was held at the Peterson Institute for International Economics in Washington, D.C., Hayward claimed that the “tragic accident has changed in a profound and fundamental way our approach to safety and operations integrity — providing a safe working environment is a paramount responsibility, and our first and foremost priority.” (Misrep. No. 38; Compl. ¶ 330.) Plaintiffs allege that this statement was misleading for all the reasons set forth above. (Compl. ¶ 331.) On April 15, 2010, BP held its 2009 Annual General Meeting and also released its 2009 Sustainability Review. Hayward gave a speech during the General Meeting, stating: — “Our focus on safe and reliable operations is now strongly embedded in all our businesses; ... we have started to see the benefits of improved operational performance flowing t