In re Banco Bradesco S.A. Securities Litigation (277 F. Supp. 3d 600, 2017)

OPINION AND ORDER-

GREGORY H. WOODS, United States District Judge:

In 2013, an anonymous letter was delivered to the headquarters of the Brazilian Federal Police detailing a widespread practice of corporate bribery of Brazilian tax officials. That letter prompted the Brazilian authorities to open a multi-year investigation into more than seventy Brazilian industrial, agricultural, civil engineering, and financial institutions known as “Operation Zealots.” On May 31, 2016, Defendants Luiz Carlos Trabuco Cappi, Domingos Figüeiriedo de Abreu, and Luiz Carlos Angelotti, each senior executives of Defendant Banco Bradesco S.A., were indicted by the Brazilian Federal Police on charges of violating Brazilian anti-corruption laws through an alleged scheme to unlawfully influence the outcome of proceedings pending before a Brazilian tax tribunal.

Lead Plaintiff Public Employees’ Retirement System of Mississippi alleges that Defendants made a number of statements that, in light of the alleged misconduct underlying those criminal charges as well as earlier uncharged bribery, schemes, were false or misleading in violation of the Securities Exchange Act of 1934. Defendants have moved to dismiss the operative complaint on several grounds. In addition, Defendant Abreu has moved to dismiss the claims against him for lack of personal jurisdiction. For the reasons that follow, Defendants’ motion to dismiss is GRANTED IN PART and DENIED IN PART.

I. BACKGROUND

This putative class action arises indirectly out of Operagao Zelotes (“Operation Zealots”), a multi-year investigation by Brazilian authorities into allegedly widespread corporate bribery of Brazilian tax officials. As a result of Operation Zealots, Defendants Luiz Carlos Trabuco Cappi (“Trabuco”), Domingos Figueiredo de Abreu (“Abreu”), and Luiz Carlos Angelot-ti (“Angelotti”) (collectively, the “Individual Defendants”), each senior executives of Defendant Banco Bradesco S.A. (“Brades-co” or the “Company”), were indicted by the Brazilian Federal Police on May 31, 2016 on charges of violating Brazilian anti-corruption laws through an alleged scheme to unlawfully obtain favorable tax treatment and tax rulings for Bradesco. .

Lead Plaintiff, the Public Employees’ Retirement System of Mississippi (“Plaintiff’) brings this lawsuit under Section 10(b) of the Securities Exchange Act (“Exchange Act”) and SEC Rule 10b-5 promulgated thereunder, as well as under Section 20(a) of the Exchange Act, on behalf of itself and a putative class of purchasers or acquirers of preferred American Depositary Shares (“PADS”) of Bradesco between April 30, 2012 and July 27, 2016 (the “Class Period”). Plaintiff filed an amended complaint on October 21, 2016, naming Bradesco, Trabuco, Abreu, and Angelotti as defendants. ECF No. 45. Defendants filed a motion to dismiss the amended complaint on December 23, 2016, ECF No, 63, Plaintiff filed an opposition on February 3, 2017, ECF No. 69, and Defendants filed a reply on March 3, 2017, ECF No. 73.

A summary of the factual allegations pleaded in the amended complaint follows.

A. The Parties

Defendant Banco Bradesco S.A. is one of the . largest banks in Brazil. Am. Class Action Compl. (ECF No. 45) (“amended complaint” or “AC”) ¶23. It provides a variety of commercial banking services, including loans and deposit-taking, credit card issuance, insurance, leasing, payment collection and processing, - asset management, and brokerage services. Id: Bradesco has a number of subsidiaries that operate in the insurance and assét management industries, including Grupo Bradesco Seguros, Bradesco Seguros S.A,,- Bradesco Asset Management, and Bradesco BBI. Id. Bradesco’s common and preferred shares are listed and traded on the Bolsa de Valores de Sao Paulo (“BOVESPA”), and its common and preferred American Depositary Shares (“CADS” and “PADS,” respectively) are listed and traded on the NYSE. AC ¶¶ 24-25. Bradesco is subject to reporting requirements of both the SEC and its Brazilian equivalent, • the Comissáo de Valores Mobiliários (“CVM”). AC ¶26.

Defendant Luiz Carlos Trabuco Cappi is Bradesco’s Chief Executive Officer and Vice President of its Board of Directors. AC ¶ 29. Prior to his appointment as CEO on March 10, 2009, Trabuco had served as 'Bradesco’s Vice President since March 1999. Id.

Defendant Luiz Carlos Angelotti is Bra-desco’s Managing Officer and Investment Relations Officer and is a member of its Executive Board, AC ¶ 30. Angelotti was elected to the position of Managing Officer in January 2012 and served on Bradesco’s Executive Committees for Disclosure and Corporate Governance from 2012 to 2016. AC ¶ 30. According to the amended complaint, he was also responsible for the Company’s “Tax Audit, General Accounting, Social and Environmental Responsibility, as well as its Planning, Budgeting and Control areas during the Class Period.” Id. Prior to his appointment as Managing Officer, Angelotti served as Department Officer from 2002 to 2010, and then as Deputy Officer from 2010 to 2012. Id.

Defendant Domingos Figueiredo de Abreu is Bradesco’s Executive Vice President and is also a member of the Company’s Executive Board. AC ¶ 31. Abreu served on the Company’s Statutory Committees for Ethical Conduct and Internal Controls and Compliance, and its Executive Committees for Disclosure and Corporate Governance from 2012 to 2016. Id.

According to the amended complaint, each of the Individual Defendants was “named as a defendant in the Criminal Complaint for his role in Bradesco’s tax bribery scheme.” AC ¶¶ 29-31. Plaintiff alleges that Trabuco and Angelotti made a series of false or misleading statements in SEC and CVM filings during the Class Period, while Abreu made one false or misleading statement in an SEC filing and, “by virtue of’ his committee membership, “was involved in the preparation and review of the false or misleading statements in Bradesco’s SEC and CVM filings.” Id.

B. Bradesco’s Alleged Unlawful Scheme

According to the amended complaint, Operations Zealots revealed “that Brades-co had been engaged in an eleven-year scheme, beginning in 2004, to improperly influence the outcome of tax adjudications with billions of Brazilian Reais at stake.” AC ¶ 60. The relevant cast of characters in the alleged scheme includes Eduardo Cerqueira Leite (“Leite”), Mario Pagnozzi Junior (“Pagnozzi”), and José Teruji Ta-mazato (“Tamazato”) (collectively, the “Bribe Facilitation Group”),1 as well as a number of other non-parties. Leite served as an auditor at the Federal Revenue Service of Brazil (“FRS”). Id. ¶¶4, 33. Specifically, he was the Head of the Tax Guidance and Analysis Division at the Delegacia Especial de Receita Federal de Instituigoes Financeiras em Sao Paulo (“Specialized Office for Financial Institutions in Sao Paulo” or “DEINF/SP”), an administrative body within the FRS with responsibility for taxation, collection and recovery, as well as verification with respect to financial institution taxpayers. AC ¶ 33. Leite, who was also named in the Brazilian criminal complaint, is alleged in the amended complaint to have “facilitated Bradesco’s efforts to influence the outcome of’ proceedings before CARF, the appellate body responsible for adjudicating tax disputes in Brazil, and to have been “instrumental in Bradesco’s tax bribery scheme, including his role in making determinations favorable to Bradesco in various actions before the DEINF/SP, in exchange for bribes.” Id.

Pagnozzi is a Brazilian businessman and' lawyer affiliated with Pagnozzi, Calazans & Associados Consultoria Empresarial Ltda., which “purportedly provided ‘tax advice’ to Bradesco.” AC ¶34. Plaintiff alleges that Pagnozzi, who was also named in the Brazilian criminal complaint, “served as an intermediary for Bradesco’s illicit actions, facilitating bribe payments from the Company and the improper provision of confidential information to the Company at both the-DEINF/SP and CARF levels.” Id.

Tamazato, who was also named in the criminal complaint, is a business partner of Pagnozzi’s at Pagnozzi, Calazans & Associ-ados, where he serves as an accountant and “client winner.” AC ¶35. Tamazato “worked with Pagnozzi to facilitate Bra-desco’s payment of bribes in exchange for the improper provision of confidential information as well' as favorable determinations in various tax proceedings.” Id.

Mário da Silveira Teixeira Júnior (“Teix-eira”) was a member of Bradesco’s Board of Directors from 2002 to 2015. AC ¶ 41. He served on the Company’s Statutory Committee for Internal Controls and Compliance and acted as it Coordinator from 2012 to 2015. Id. Also named in the criminal complaint, Teixeira allegedly attended at least one meeting between the Individual Defendants, Leite, and Pagnozzi, where he “encouraged the Bradesco attendees to pay for the ‘services’ that Leite and Pag-nozzi were offering.” Id.

Jorge Victor Rodrigues (“Victor”) is a former FRS auditor and CARF councilor. In addition to being named in the criminal complaint, Victor “has also been implicated in CARF bribery schemes involving Banco Safra, Santander[, and] other Brazilian companies.” AC ¶ 37.

Otacilio Cartaxo (“Cartaxo”) was the President of CARF from the middle of 2011 until January 2015, prior to which he was Secretary of the FRS from 2009 to 2011. AC ¶¶ 11, 38.

Lutero Fernandes do Nascimento (“Nascimento”) is a former FRS tax analyst and former Head of the Technical and Legal Advisory Service of CARF. He served as a legal adviser to Cartaxo as President of CARF in 2013 and 2014, and is also named in the criminal complaint. AC ¶¶ 11, 39.

Jeferson Ribeiro Salazar (“Salazar”) is a former FRS auditor with experience presenting tax cases before CARF, and who, according to the amended complaint, “offered to help facilitate Bradesco’s CARF proceeding.” AC ¶¶ 11, 40. Salazar is also named in the criminal complaint. Id.

1. 2004 and 2007 Tax Credits

Plaintiff alleges that, on several occasions beginning in the early 2000s, Leite accessed confidential tax information related to Bradesco’s prior tax filings, as well as information related to other financial institutions and relevant administrative tax proceedings in order to identify tax credits for which Bradesco could apply. AC ¶ 64. After acquiring that information, Leite provided it to Pagnozzi and worked with Pagnozzi to formulate a written proposal advising the Company to seek “lucrative tax credits.” Id. Pagnozzi would present the proposals, which were allegedly. referred to by Leite and Pagnozzi as “papers,” to the Company, which, according to the amended complaint, agreed to pay Pagnozzi a percentage of the requested tax credit in return for a favorable determination in the ensuing tax proceedings. Id. The payments, which were “disguised as remuneration for ‘tax advice,’ ” were passed on to Leite, who then made determinations in Bradesco’s favor, “effectively approving his own recommendations.” Id.

For example, on November 24, 2004, Pagnozzi and Leite proposed to Bradesco that the Company apply for corporate income tax (“IRPJ”) and social contribution over net profits (“CSLL”) credits for calendar years 2000 and 2001 based on a purported overpayment by the Company and related adjustments to its prior tax filings. AC ¶ 65. Utilizing confidential information that he accessed with his DEINF/SP credentials, the amended complaint alleges, Leite put together the “papers” for Bradesco, “proposing how the Company could illegally obtain the tax credits in exchange for a bribe.” AC ¶ 66. Leite reviewed Bradesco’s 1995 and 1999 tax returns to “manufacture an overpayment for the 2000 and 2001 fiscal years, such that Bradesco would be able to claim IRPJ and CSLL credits in the amount of R$200,000,000 (approximately $73,260,-000).” Id. Pagnozzi then delivered the “papers”—“under the guise of providing ‘tax advice’”—to Angelotti, who was responsible for the Company’s “tax área.” Id. Bradesco then paid Pagnozzi and Leite more than R$l,250,000 (approximately $458,000). Id. As alleged in the amended complaint, Bradesco “did exactly as Pag-nozzi and Leite instructed” and instituted a tax proceeding (Administrative Tax Proceeding No; 16327.000683/2003-11) to seek approval of the IRPJ and CSLL credits described in the “papers.” AC ¶ 67. Leite was responsible for approving Bradesco’s request, which he did. Id, - .

Plaintiff describes a number of ’similar tax credit schemes in 2007, and alleges that “[b]etween 2004 and 2007, Bradesco and its" subsidiary Banco Boavista paid Pagnozzi and Leite no less than R$2,717,-000 (approximately $1,206,700) in bribes in exchange for more than R$260,250,000 (approximately $103,673,000) in illegally obtained tax credits.” AC ¶¶ 68-72.

.2. Bradesco’s “Continued Payments” from 2007 to 2015

An expert report compiled by the Brazilian Federal Police “establishes that Bra-desco made 450 payments to Pagnozzi, totaling R$12,981,421.83 (approximately $5,200,000), from 2007 to 2015.” AC ¶ 73. In addition, Plaintiff alleges that evidence collected by the Federal Police shows that the Company “made more than 100 payments to” Victor, totaling R$2,073,978.41 (approximately $830,000). AC ¶ 74. According to the .amended complaint, this evidence of “Bradesco’s transfers to Victor and Pagnozzi” between 2007 and 2015 demonstrates that “Bradesco’s bribe payments continued long after the 2007 payments made in connection with the Company’s scheme to illegally obtain IRPJ and CSLL tax credits.” AC ¶ 76.

3. Bradesco’s 2014 Bribery Scheme

Plaintiff alleges that, in the course of Operation Zealots, the Federal Police uncovered “three separate bribery schemes that Bradesco put in place in 2014 to reap hundreds of millions of dollars in tax benefits,” including (i) seeking tax credits and reimbursements of R$l,000,000,000 .(approximately $600,000,000) based on taxes the Company paid from 2009 to 2014; (ii) requesting PIS and COFINS tax credits totaling R$360,000,000 (approximately $144,000,000); and (iii) manipulating a CARF tax appeal pertaining to R$2,736,-809,135.03 (approximately $1,232,800,000) in tax credits and associated fines. AC ¶ 77.

a. Alleged Scheme to Influence the Adjudication of a 2014 Tax Compensation Request

In addition to the above-described scheme to obtain tax credits at the DEINF/SP level, Defendants allegedly continued to pay Pagnozzi and Leite in a scheme related to a 2014 review of Brades-co’s prior tax filings. AC ¶ 78. In a proposal dated March 24, 2014, sent to Ángelotti by Pagnozzi’s office and bearing Brades-co’s stamp with the date of receipt, Pag-nozzi proposed the “verification, review and study, relative to the last five (5) years, of all taxes ... seeking to make feasible the reduction of [Bradesco’s] current tax burden and the recovery of overpaid taxes.” AC ¶79. According to the amended complaint, the proposal further provided that Bradesco would file a petition with the DEINF/SP seeking approval of tax credits and reimbursements “in the amounts that Leite had identified and proposed” (roughly R$l,000,000,000, or approximately $392,157,000), and. that Leite, as head of the DEINF/SP’s Guidance and Tax Analysis Division, would' grant the petition. Id. The proposal also contemplated that Bradesco would pay 15% of any awarded credits or reimbursements at the DEINF/SP level to Leite and Pagnozzi. Id.

Plaintiff alleges that “Bradesco accepted the proposal, but sought to negotiate the amount of the bribe to Leite and Pagnoz-zi.” Id. Pagnozzi and Tamazato. met with Angelotti on March 24, 2014 and August 12, 2014 to discuss the proposal and rene-gotiáte the “bribe percentage.” AC ¶80. On August 14, 2014, Pagnozzi and Tamaza-to sent Angelotti a revised proposal for his review that reduced the percentage to 5-8% depending on the amount of the credit or reimbursement that Leite was able to secure for the Company. Id. During a November 12, 2014 telephone call that was intercepted and recorded by the Federal Police, Pagnozzi and Tamazato “revisited the bribe amount,” noting that it had been negotiated down to 3% of the value of the expected credits. AC ¶ 81.

This scheme “was never completed due to the announcement of Operation Zealots in the spring of 2015.” AC ¶ 82.

b. Alleged Scheme to Manipulate PIS and COFINS Credits

According to the amended complaint, Defendants also agreed to pay bribes to Leite and Pagnozzi to obtain more than $100,000,000 in credits related to PIS and COFINS taxes, which are assessed on the basis of a company’s gross revenues, irrespective of profits. AC ¶¶ 83-84. Pagnozzi and Leite proposed to Bradesco that it seek between R$l,500,000,000 (approximately $600,000,000) and R$360,000,000 (approximately $144,000,000) in potential tax credits. AC ¶ 84. As with the prior tax credit requests, “the Company” agreed tó pay a bribe to Pagnozzi arid Leite in exchange for a guaranteed favorable outcome. Id.

Pagnozzi, Tamazato, and Leite discussed this scheme with Angelotti, Abreu, and Trabuco during an October 9, 2014 in-person meeting at Bradesco’s headquarters. AC ¶ 85. While Trabuco atténded the meeting, he left shortly after greeting Pag-nozzi, Tamazato, and Leite. Id. During a follow-up meeting on November 12, 2014 attended by Pagnozzi, Abreu, Angelotti, and Trabuco, Abreu told Pagnozzi that Bradesco was “going to close that deal” with Pagnozzi, Tamazato, and Leite. AC ¶86. During the same meeting, Trabuco allegedly told Pagnozzi to “tell our friend [Leite] we are interested in hiring you to do this.” Id. (alteration in original).

Plaintiff alleges that Bradesco requested additional data concerning other companies that had made similar tax credit applications. AC ¶ 87. Leite used his DEINF/SP credentials to access confidential data, including information and documents protected by tax secrecy laws, as well as information Leite had obtained through a private consultation with an FRS attorney in connection with a separate matter. AC ¶¶ 87-88. He then used that information to put together a proposal for Bradesco purporting to explain why the Company was entitled to R$360,000,-000 in PIS and COFINS credits. AC ¶ 88. Leite, Pagnozzi, Tamazato, and Angelotti met again on November 28,2014 to further discuss the arrangement. AC ¶ 89.

This scheme was also “never completed due to the announcement of Operation Zealots in the spring of 2015.” Id.

c. Alleged Scheme to Manipulate CARF Proceedings

Between October 2014 and .March 2015, Angelotti and Abreu, “with Trabuco’s and Teixeira’s knowledge,” also agreed to pay bribes to public servants in order to manipulate the outcome of a CARF proceeding concerning a R$2.7 billion (approximately $1.2 billion) Bradesco tax appeal. AC ¶ 90. The amount at stake in the appeal consisted of a R$l,824,539,423.40 (approximately $821,865,000) tax credit that had been disallowed and an associated fine of R$912,269,711.63 (approximately $410,932,000) that Bradesco had incurred in connection with the disallowance. AC ¶ 91.

After the appeal was docketed as Administrative Tax Proceeding No. 16327.000190/2011-83 and distributed to the CARF, Bradesco and the Bribe Facilitation Group allegedly discussed how they could influence the members of the CARF panel to manipulate the outcome of the proceedings in the Company’s favor. AC ¶ 92. According to the amended complaint, Bradesco could not rely on Leite for this endeavor, since he was not a CARF councilor. Id Accordingly, the Company enlisted the participation of two additional individuals: Nascimento and Victor. Id. Plaintiff alleges that Nascimen-to, an FRS tax analyst, Head of the Technical and Legal Advisory Service of CARF, and CARF President Cartaxo’s “right hand,” had the authority to draft CARF orders and decisions. Id He also had access to internal confidential information and to the CARF computer systems, including the internal system for tracking the progression of proceedings. Id In addition, Nascimento “had connections with the sitting CARF councilors and was intimately familiar with the internal workings of CARF.” Id Victor, the retired FRS auditor and CARF councilor “specializ[ed] in the trade of ‘selling facili-tations’ within the FRS.” AC ¶ 98. As relevant here, he “served as the go-between with Bradesco and Nascimento as [he] paid Nascimento and certain of his family members a monthly ‘advance’ of R$5,000 on the total amount of expected bribe payments.” Id Victor also had relationships with sitting CARF councilors. Id

By July 30, 2014, Victor, Salazar, and Leite had scheduled a meeting in Brasilia with Nascimento. AC ¶ 94. Before the meeting, Leite again used his DEINF/SP credentials to access restricted, confidential information and view the current status of Bradesco’s proceeding. Id. As alleged, Victor “also reminded Nascimento to bring his computer and his access token to the meeting so that they could run searches in the CARF internal systems to find information relevant to Bradesco’s appeal.” Id Plaintiff alleges that Nascimento confirmed his attendance at this meeting to the Brazilian Federal Police, and that he told the Federal Police that the meeting “was set up so that Leite could evaluate Bradesco’s chances of succeeding on appeal,” and that “Victor mentioned to Nas-cimento that he would receive a percentage of Victor’s bribe proceeds if Bradesco prevailed.” Id.

With the CARF proceeding initially set for August 8, 2014, the Bribe Facilitation Group worked with Salazar, Victor, and Nascimento to “devise a plan to corrupt the CARF commissioners who were assigned to Bradesco’s proceeding.” AC ¶ 95. According to the amended complaint, they performed “due diligence” on each of the relevant CARF councilors and determined that Bradesco was likely to lose in the first instance, before the CARF Lower Chamber. Id. An intercepted telephone conversation revealed that they had chosen to focus their efforts on achieving a reversal in the CARF Upper Chamber. Id.

Based on confidential information obtained from the internal CARF system, Nascimento informed “the group” that Bradesco’s proceeding had been postponed from its original August 8, 2014 date. AC ¶96. On September 2, 2014, Victor met with Salazar, Leite, Pagnozzi, and Tamaza-to' in Sao Paulo. AC ¶ 97. According to the criminal complaint, Plaintiff alleges, the attendees “discussed the need to ‘stoke the fire’ with Bradesco during the delay—i.e., to convince the Company to hire them so that everything could be ‘stitched up’ before the case was placed back on the Lower Chamber’s agenda.” Id

The next day, Nascimento used his CARF credentials to obtain confidential information from the Ministry of Finance’s restricted database regarding the status of Bradesco’s proceeding and the composition of the panel that would hear its case. AC ¶ 98. Leite, Salazar, and Victor then set out to create the “papers” that they would present to Bradesco and which would allegedly “propos[e] a plan for manipulating the proceedings.” AC ¶¶ 96, 98.

Shortly thereafter, on approximately September 14, 2014, Victor spoke with CARF councilor Fabiola Cassiano Kerami-das (“Keramidas”). AC ¶ 99. During the earlier “due diligence” that had been conducted in August, the Bribe Facilitation Group, along with Salazar, Victor, and Nascimento had assessed that, although two of the relevant councilors were “tough to deal with,” Keramidas was “not dangerous.” AC ¶ 95. During the September conversation, Victor “directed Keramidas to request that the Lower Chamber trial be again postponed.” AC ¶ 99. Plaintiff alleges that Keramidas lodged such a request and that the proceeding was moved to the agenda for the following month. Id.

Armed with the additional time, the confidential CARF information from Nasci-mento concerning the status of Bradesco’s case and the composition of the panel, as well as the “papers” they had prepared, the Bribe Facilitation Group met with Bra-desco on October 9, 2014 at Bradesco’s headquarters to “finalize the deal and present their proposal for how to influence the proceedings.” AC ¶ 100. Angelotti, Abreu, and Trabuco attended the meeting on Bradesco’s behalf, though “Trabuco left shortly after greeting” the members of the Bribe Facilitation Group. Id. At the meeting, the Bribe Facilitation Group provided the “papers” they had prepared and also discussed “the three possible outcomes of the Lower Chamber proceedings: (i) conversion of the trial into a diligence investigation,” similar to what had occurred with another banking company; “(ii) further postponement of the trial, which the group could orchestrate for the Company; or (iii) an unfavorable Lower Chamber decision.” AC ¶ 101.

During the October 9 meeting, the Bribe Facilitation Group also explained that they could offer Bradesco the ability to influence the outcome of the CARF proceedings, an advantage they described as the “Midas Touch.” AC ¶ 102. Specifically, Cartaxo was the father-in-law of one of Victor’s business partners, and the group planned to use that relationship to influence Cartaxo. Id. According to the amended complaint, the “Midas Touch” strategy was “especially important because, as mentioned in the ‘papers,’ if Bradesco lost before the Lower Chamber, one of the options would be to pursue a special appeal to the Upper Chamber, and the determination of this appeal would be decided by Cartaxo.” Id.

Immediately after the October 9 meeting concluded, Leite reported to Salazar in an intercepted telephone call that “the meeting was very good” and that he believed that “it’s going to pan out.” AC ¶ 103. He also relayed that the Bradesco attendees were very interested in the “product” and stated that he “was already someone known to them, with whom they personally interacted.” Id. According to this intercept, Leite told the attendees at the Bradesco meeting: “[Y]ou know me and know that I am a very transparent and determined person, I will work very hard and right now there are positives ‘in our favor.’ ” Id.

As described in the amended complaint, Leite reiterated to Bradesco after the October 9 meeting that they could attempt to further delay the Lower Chamber proceedings, which were scheduled for October 14, 2014, but Bradesco opted to allow the proceedings to move forward. AC ¶ 104-105. As it turns out, however, the case was not heard on October 14, and was instead postponed until November 12, 2014, “once again at the request of council- or Keramidas, who Victor described as ‘our friend.’ ” AC ¶ 105. On November 12, Pagnozzi met again with representatives of Bradesco. AC ¶ 106. During the meeting, Abreu questioned Pagnozzi regarding the different options Bradesco could pursue. Id. He also asked whether the Company would prevail on appeal to the CARF Upper Chamber in the event it lost in the Lower Chamber.- Id. Trabuco, who attended the meeting only briefly, also asked for Pagnozzi’s proposal on how to proceed if the case were remanded for a diligence investigation. Id,

Bradesco lost its case before the CARF Lower Chamber by a unanimous 6-0 vote. AC' ¶ 107. After learning of the adverse ruling, Plaintiff alleges, Abreu and Ange-lotti “accused the group of negatively influencing the trial.” Id. Abreu “threatened to expose Leite and have him imprisoned, but Pagnozzi warned against this course of action, stating that it would only result in the Company making ‘the greatest enemy on Earth.’” Id. Teixeira also joined the meeting briefly and “reinforced to Abreu and Angelotti the benefit of the ‘services provided’ by the group.” Id.

According to. the amended complaint, while Trabuco did not attend the entire November 12, 2014 meeting, Pagnozzi confirmed to Leite in an intercepted telephone call the next day that Trabuco knew about Abreu’s and Angelotti’s dealings with the group. AC ¶ 108. During the brief period that Trabuco was at the meeting, he told Pagnozzi, “I’m glad you’re here ... helping the Bank,” which Pagnozzi “understood to mean that'Angelotti and Abreu were ‘relaying’ to Trabuco ‘everything we’re talking about.’ ” Id.

Plaintiff alleges that “Bradesco and the group” quickly agreed on a strategy to challenge the adverse Lower Chamber ruling, and that Bradesco executed the first part of the strategy by filing a Petition for Clarification, Rectification and Amendment with the Lower Chamber on December-16, 2014. AC ¶ 110. In the meantime, Victor and Nascimento began to research-possible “paradigms” to support an appeal of the Lower Chamber finding to the Upper Chamber. The amended complaint describes a series of additional meetings in the following months that allegedly “demonstrate that Defendants were continuing to move forward with the scheme”: (i) a meeting between the Bribe Facilitation Group and Angelotti on November 28, 2014; (ii) a meeting between Pagnozzi and Leite, and then another' meeting between Pagnozzi and “Bradesco” on January 28, 2015; and (iii) a meeting between Pagnozzi and “Bradesco” on March 19, 2015. AC uni.

Bradesco’s tax lawyer, Leo Krakowiak, filed an appeal on behalf of the Company on March 18, 2015, and Bradesco intended to rely on the “Midas Touch” provided by the relationship with Cartaxo’s son-in-law to ensure that the appeal would be deemed “admissible.” AC ¶ 112. “In addition, Nas-cimento, as Cartaxo’s right-hand man, would be responsible for examining the arguments and drafting the order of admissibility for the appeal.” Id. However, once Operation Zealots was disclosed to the public on March 26, 2015, Bradesco abandoned its CARF appeal. AC ¶ 113.

C. Operation Zealots Becomes Public

On March 26, 2015, the Brazilian Federal Police publicly disclosed certain information about the ongoing Operation Zealots investigation, including that seventy companies, including banks, were under investigation for bribing CARF members to obtain favorable rulings. AC ¶ 114. U.S. news outlets published articles on Operation Zealots after the market closed on that day. Id. On March 28, 2015, major Brazilian news outlet O Estado de S. Pau-lo (“O Estado”) “confirmed that Bradesco was one of the large banks being investigated in Operation Zealots.” AC ¶ 115.

In early April 2015, various Brazilian news outlets, including O Estado, reported that Bradesco executives, including Trabu-co, were subjects of the investigation,-and that the Brazilian Federal Prosecutor (“MPF”) had recorded telephone conversations revealing that the executives had met ■with the lawyers and FRS officials being investigated and had engaged in negotiations with that group in an attempt. to avoid an unfavorable CARF decision. AC ¶ 116. The reports noted, however, that because the Federal Police’s telephone intercepts were discontinued while Brades-co’s negotiations with Brazilian officials were still ongoing, it “remained unclear whether evidence existed showing that Bradesco executives followed through with the alleged corruption scheme.” Id.

D. The Indictment of Trabuco, Abreu, and Angelotti

On May 31, 2016, the Federal Police indicted Trabuco, Abreu, and Angelotti. AC ¶ 118. Based on the information in the indictment and the police report compiled by the Federal Police, the MPF filed a criminal complaint against Trabuco, Abreu, Angelotti, Teixeira, Leite, Pagnoz-zi, Tamazato, Victor, Nascimento, and Salazar on July 27, 2016. AC ¶ 119. The criminal complaint alleges that the Individual Defendants committed the crime of “active corruption” and provides specific facts and details evidencing these crimes. Id. In particular, the criminal complaint alleges violations of Article 338 of the Brazilian Criminal Code, under which it is illegal “[t]o offer or promise an undue advantage to a public official, for him to conduct, omit or delay an official act.” Id. The criminal complaint also contained information and details regarding the other tax bribery schemes• that- Bradesco'is alleged to have undertaken between 2004 and 2015. Id.

On July 27, 2016, the Brazilian Federal District Court “accepted” the criminal complaint, which Plaintiff alleges “indicates that the court found just cause to prosecute the criminal action.” AC ¶ 120. In the decision accompanying the court’s acceptance of the complaint, the judge noted that, while the accused were still entitled to present their defense, “in this initial evaluation, there is no relevant clear piece of evidence capable of invalidating the accusation.” AC ¶ 121.

E. The Temporary Suspension of CARF Proceedings and the Alleged Improper Influence over the Parliamentary Commission of Inquiry

As a result of Operation Zealots, all CARF proceedings were suspended for much of 2015, AC ¶ 122. They resumed in December 201p after the enactment of “sweeping reforms aimed at inhibiting similar illicit .conduct in the future.” Id. In the wake of the Operation Zealots revelations, Brazil’s House of Representatives also formed a Parliamentary Commission of Inquiry (“CPI”) to investigate the alleged manipulation of, CARF proceedings through the payment of. bribes. AC ¶ 126. However, Trabuco was never summoned to testify. Id.

Plaintiff alleges that the CPI itself succumbed to improper influence. For example, the amended complaint alleges that one congressman explained that when requests calling for the testimony of high-level bank executives were made, the CPI session was emptied so the requests could not be approved for lack of a quorum. Id. In addition, two congressmen participating in the investigation, including the CPI Vice President, “stated that some members of the commission accepted bribes in exchange for agreeing not to seek testimony from certain executives implicated in the scheme.” AC ¶ 127.

The amended complaint cites as “additional evidence of improper relationships between the CARF CPI members and the corrupt executives” that one congressman lodged an “Independent Vote” pointing to the large sums donated by Bradesco and other companies implicated in Operation Zealots to CPI members’ political campaigns. Id The same congressman further stated that Trabuco had been “systematically shield[ed]” from being called to testify, and the CPI Vice President similarly stated that calls for Trabuco to give testimony had been “systematically avoided.” Id A third congressman resigned from the CPI, noting that not one “of those who actually practiced the crimes” had been heard before the CPI and declared the commission “an embarrassment to [the] country.” Id

In August 2016, the CARF CPI came to a close without having reached any conclusions or having issued a final report. AC ¶ 128. While the interim president, Waldir Maranháo, had approved an extension of the commission’s term, Rodrigo Maia overruled the extension when he assumed the presidency three days later. Id According tó Plaintiff, Maia’s decision to overrule the extension came on the same day he had lunch with André Gerdau of the Gerdau Group, Trabuco, and the interim President of Brazil, Michel Temer. Id

F. Additional Allegations Concerning Bradesco’s CARF Connections

On November 27, 2014, “in the midst of Bradesco’s CARF bribery scheme,” Brazilian President Dilma Rousseff named Joa-quim Levy (“Levy”) as Brazil’s Minister of Finance after Trabuco “apparently turned down the appointment.” AC ¶ 129. Levy took office on January 1, 2015. Id Prior to his appointment as Minister of Finance, Levy had served as managing director of Bradesco subsidiary Bradesco Asset Management from 2010 to 2014, where he remained on the payroll until the end of 2014. Id According to the amended complaint, the Ministry of Finance, which is responsible for overseeing CARF, was involved in the Operation Zealots investigation. Id

In early 2015, shortly before the public announcement of Operation Zealots, Levy appointed Bradesco lawyer Maria Teresa Martinez Lopes (“Martinez”) as Vice President of CARF. AC ¶ 130. Martinez, who had worked for Bradesco for thirty-one years and had served as a sitting CARF councilor for fifteen years, announced that she would continue working for Bradesco while also serving as Vice President of CARF. Id When the public raised concerns that this dual role created a conflict of interest, “CARF and Bradesco attempted to quell these concerns by citing to CARF procedures that would prohibit Martinez from voting in any proceeding in which Bradesco had an interest,” and “Bradesco also noted that the Company’s internal compliance policies similarly prohibited such a conflict.” Id Plaintiff alleges, however, that the internal CARF information contained in the “papers” that the Bribe Facilitation Group had presented to Bradesco indicated that Martinez was originally part of the CARF Upper Chamber panel that would have heard Bradesco’s appeal of the Lower Chamber ruling. Id Although “the group assumed that she would recuse herself,” the CARF proceeding was terminated before she did. Id

Levy resigned as Minister of Finance on December 18, 2015. Martinez, however, continues both to serve as Vice President of CARF and to work at Bradesco. AC ¶ 131.

G.Operation Car Wash

Before Operation Zealots became public in 2015, the public learned in 2014 of another investigation being conducted by Brazilian authorities called Operagáo Lava Jato (“Operation Car Wash”). AC ¶ 45. Operation Car Wash involves “allegations of bid-rigging and bribery at Brazil’s state-owned oil company, Petróleo Brasileiro S.A.—Petrobras (‘Petrobras’).” Id. According to the amended complaint, “[t]he evidence unearthed by this investigation to date establishes a decades-long corruption scheme in which third-party contractors were awarded Petrobras contracts based on inflated bids and then kicked-back a certain percentage of the contract value as a bribe payment that was funneled to Pe-trobras executives and politicians.” Id. Operation Car Wash has resulted in numerous arrests and convictions. Id.

Plaintiff alleges that the “scandal at Pe-trobras intensified investors’ focus on the policies in place at Brazilian companies to prevent similar misconduct.” AC ¶ 46. Bra-desco recognized the adverse impact that Operation Car Wash and its revelations could have on Bradesco’s own business. The Company cautioned investors in its 2014 Form 20-F, filed with the SEC on April 30, 2015, that “the perception of risks and uncertainties surrounding Brazil may also adversely affect our business,” and further stated: “The high-profile nature of these [Operation Car Wash] investigations may have momentarily harmed the reputation of Brazil, which could reduce investor confidence .... If uncertainty continues or a reduction in investor confidence as a result of these investigations is material, it may adversely affect the results of our operations.” Id.

According to Plaintiff, “[a]s Bradesco publicly recognized that a bribery scandal involving another Brazilian company could reduce investor confidence and adversely affect Bradesco’s financial results, a bribery scandal involving Bradesco would be even more damaging to the Company and its investors.” AC ¶ 47.

H.The Challenged Statements and Omissions

Plaintiff alleges that Defendants made a series of false or misleading statements and omissions of material fact during the Class Period. The challenged statements and omissions can be broken into eight categories: (i) statements about the Company’s internal controls over financial reporting; (ii) statements about the Company’s Anti-Corruption Policy and measures it takes to prevent and combat corruption; (iii) statements about the Company’s Code of Ethical Conduct, as well as the Code of Ethical Conduct itself; (iv) statements regarding the Company’s disclosure controls and procedures; (v) statements in Sar-banes-Oxley (“SOX”) certifications; (vi) the failure to make disclosures required by Item 3 of Form 20-F; (vii) statements regarding the accuracy of Reference Forms filed with the Brazilian CVM and then with SEC on Forms 6-¾ and (viii) allegedly false denials related to Operation Zealots. A summary of each category of alleged misstatements or omissions follows.

1.Statements Regarding Bradesco’s Internal Controls over Financial Reporting (“ICFR”)

In its 2011 Form 20-F, Bradesco stated that “[o]ur internal control was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles,” and that “our management has concluded that our internal control over financial reporting was effective as of December 31, 2011.” AC ¶ 136. Bradesco’s May 2012 Reference Form filed with the CVM stated with respect to the “level of efficiency of [internal controls used to ensure that reliable financial statements are prepared], indicating eventual deficiencies and actions taken to correct them” that “[t]here were no such faults and therefore no such measures taken on preparing the issuer’s consolidated financial statements for the years ended on December 31, 2011, 2010 and 2009.” AC ¶ 137.

Bradesco’s 2012, 2013, 2014, and 2015 Forms 20-F contain nearly identical statements regarding the Company’s ICFR as were made in the 2011 Form 20-F. AC ¶¶ 138, 140, 142, 144. Each of the Company’s Forms 20-F between 2011 and 2015 reported that there had been no material changes in the Company’s ICFR over the prior fiscal year. AC ¶¶ 136, 138, 140, 142, 144. Bradesco’s May 2013, May 2014, and May 2015 Reference Forms each state, with only immaterial variations in wording, that management had “concluded with a reasonable level of assurance that internal controls are efficient and effective to ensure the integrity of information.” AC ¶¶ 139,141,145.

Plaintiff alleges that the statements that Bradesco’s ICFR were “designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements” and that the controls were “effective” during the Class Period were materially false or misleading because: “(i) in violation of the Company’s internal controls, Defendants were engaged in an eleven-year-long practice of paying illegal bribes in exchange for illegally obtained tax credits, which were then reflected in Bradesco’s financial statements; and (ii) Bradesco’s [ICFR] were ineffective and inadequately designed as evidenced by the fact that these controls, which remained unchanged from 2004 to 2016, had failed to prevent or detect the long-running bribery scheme committed by Defendants—let alone Bradesco’s mis-characterization of the bribes as payments for ‘tax advice’—nor had they prevented the Company from reflecting in its financial statements tax credits that Defendants had ultimately obtained as a result of this scheme.” AC ¶ 146. According to the amended complaint, the ineffectiveness of Bradesco’s ICFR in 2014 and 2016, and therefore the falsity of Defendants’ statements in the 2014 and 2015 Forms 20-F and the May 2015 and May 2016 Reference Forms, “is further evidenced by the fact that, from mid-2014 to early 2015, members of Bradesco’s senior management were actively engaging in illegal conduct by negotiating the payment of bribes in exchange for favorable determinations in connection with Administrative Tax Proceeding No. 16327.000190/2011-83; (ii) the Company’s contemplated tax compensation request; and (iii) Bradesco’s application for COFINS and PIS tax credits.” AC ¶ 147.

2. Anti-Corruption Statements

On August 8, 2014, Bradesco filed a press release with the SEC on a Form 6-K signed by Angelotti. AC ¶ 148. In the “Management Report” section of the press release, under the heading “Preventing and Combating Corruption and Money Laundering and the Financing of Terrorism,” the Company’s Board of Directors and Board of Executive Officers stated:

Bradesco adopts a formal and effective process for preventing and combating corruption and bribery, supported by the Code of Ethical Conduct and by the Corporate Anti-Corruption Policy. Cultural adaptation is accomplished through institutional communication and training programs, providing an effective monitoring of risks and controls. Bradesco also has a complaint channel, whose actions configured as violations are subject to applicable disciplinary measures, regardless of hierarchical level, and without prejudice to appropriate legal penalties.

Id. The Company’s 2014 Form 20-F stated, with respect to “Prevention and Fight Against Corruption,” that “[w]e carry out procedures to prevent and fight any corruption acts on an ongoing and permanent basis,” that in 2014 Bradesco’s Board “approved the Corporate Anti-Corruption Policy, which establishes guidelines for the prevention and fight 'against corruption, applicable :to management and employees of the Group, comprising Bradesco and its controlled entities,” and that the Board “also , established the Corporate Anti-Corruption Rule, with rules and procedures aimed at preventing and fighting corruption and bribes.” AC ¶ 149.

Bradesco’s 2015 Form 20-F states that “[w]e continuously seek to enforce measures with a.view to preventing and fighting corruption and bribery, thus demonstrating our commitment towards operating our business and building and maintaining relationships in an ethical manner.” AC ¶ 150. Similar to the 2014 Form 20-F, the 2015 Form 20-F also described “[t]he Anti-Corruption Corporate Standard, with rules and procedures are [sic] aimed at the concession of gifts, sponsorships, donations, procurement and management of business partners, which aim to prevent and combat corruption and bribery, in compliance with the laws and regulations in force in .Brazil and in the countries in which we have business units.” Id.

Plaintiff alleges that the above statements were materially false or misleading because, at the time they were made to investors, “Bradesco and its executives were attempting to pay illegal bribes in order to: (i) securé a favorable result in Administrative Tax Proceeding No. 16327.000190/2011-88 and, in fact, had already engaged in illegal condúct by discussing and negotiating this bribe payment in mid-2014 and early 2015; (ii) obtain a favorable determination with respect to the Company’s tax compensation request and, in fact, had already engaged in illegal conduct by discussing and negotiating this bribe payment in mid-2014 and early 2015; and (iii) obtain a favorable DEINF/SP determination with respect to Bradesco’s application for COFINS and PIS tax credits and, in fact, had already engaged in illegal conduct by discussing and negotiating this bribe payment in late-2014 and early 2015.” AC ¶ 151.

3, Code of Ethics Statements

Each of the Bradesco’s Class Period Forms 20-F stated the following:

We have adopted a Code of Ethics and Sectorial Codes of Ethics under the Securities Exchange Act of 1934, as amended. Our Codes of Ethics apply to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and persons performing similár functions, to our directors, other officers, employees, business partners, suppliers, and service providers.

AC ¶ 152. According to the amended complaint, Bradesco’s “Code of Ethical Conduct” underwent certain revisions during the Class Period. The version applicable from the. beginning of the Class Period through January 26, 2014 stated that “integrity” “signifies full respect for the laws of the Country and rules that govern the activities of our sector and of our Organization,” that ' “[w]e must prohibit any granting ¡of advantage or privilege to public servants,” and that “[w]e must ensure compliance with our policies, rules and rigid controls for the prevention and combating of .... corruption and unlawful acts of any nature, in strict compliance with applicable laws.” AC ¶ 158. It also provided that “[a]ny concern or complaint regarding ... fraud committed by the management and employees of the Bank and its subsidiaries, or even by third parties, must be brought to the attention of the Audit Committee.” Id.

Plaintiff alleges that the Code of Ethics statement in Bradesco’s 2011, 2012, and 2013 Forms 20-F and the Code of Ethical Conduct in operation during that time were materially false or misleading because, “far from ‘prohibit[ing] any granting of advantage or privilege to public servants’: (i) the Company was engaged in an eleven-year-long scheme, executed by its officers, of paying illegal bribes to public servants in exchange for illegally-obtained tax credits, which were then reflected in Bradesco’s financial statements; (ii) Defendants routinely violated the Company’s code of ethics by engaging in this illegal conduct; and (iii) Defendants continuously violated the Company’s code of ethics by concealing this illegal conduct.” AC ¶ 154.

The version of Bradesco’s Code of Ethical Conduct applicable from January 27, 2014 through June 28, 2015 stated that “integrity” “means total respect for the laws and rules that govern the activities of the sector and of our Organization,” that “[i]n this context, is [sic] unacceptable any conduct that configure in attempt or practice of bribery or corruption, including concealment or dissimulation of the occurrence of such acts,” that “it is forbidden to accept, obtain, finance, fund, grant, pay, promise, sponsor or authorize, directly or indirectly, any benefit, monetary or otherwise, in any way whatsoever, in favor or [sic] whoever that may represent improper relationship,” and that “[i]t is prohibited to promise, offer or give, directly or indirectly, benefit to the public servant or to a third-party related to him.” AC ¶ 155. The January 27, 2014-June 28, 2015 Code also stated that “[w]e must ensure compliance with our policies, rules and controls for the prevention and combating of ... corruption and unlawful acts of any nature, in strict compliance with applicable laws to the subject,” and provided that “[fjacts related to any accounting aspects or frauds committed by managers and employees of the Bank and its subsidiaries, or by third parties, must be brought to the attention of the Audit Committee.” Id. The Code of Ethical Conduct in effect from June 29, 2015 through the end of the Class Period contained substantially the same statements, with only immaterial variations in wording. See AC ¶ 156.

Plaintiff alleges that the statements in Bradesco’s 2014 and 2015 Forms 20-F and the operative Codes of Ethical Conduct were materially false or misleading because, at the time they were made, “(i) the Company was engaged in an eleven-year-long scheme, executed by its officers, of paying illegal bribes to public servants in exchange for illegally-obtained tax credits, which were then reflected in Bradesco’s financial statements; (ii) Defendants routinely violated the Company’s code of ethics by engaging in this long-running bribery scheme; and (hi) Defendants continuously violated the Company’s code of ethics by concealing this bribery scheme from investors.” AC ¶ 157. Plaintiff alleges that the statements were also materially false or misleading because, at the time they were made, “Bradesco and its executives were violating the Company’s code of ethics by attempting to pay illegal bribes in order to: (i) secure a favorable result in Administrative Tax Proceeding No. 16327.000190/2011-83 and, in fact, had already engaged in illegal conduct by discussing and negotiating this bribe payment in mid-2014 and early 2015; (ii) obtain a favorable determination with respect to the Company’s tax compensation request and, in fact, had already engaged in illegal conduct by discussing and negotiating this bribe payment in mid-2014 and early 2015; and (iii) obtain a favorable DEINF/SP determination with respect to Bradesco’s application for CO-FINS and PIS tax credits and, in fact, had already engaged in illegal conduct by discussing and negotiating this bribe payment in late-2014 and early 2015.” AC ¶ 158.

4. Disclosure Controls Statements

Each of Bradesco’s Class Period Forms 20-F contained the following statement regarding the Company’s disclosure controls and procedures:

Based upon the evaluation referred to above, our Chief Executive Officer and Chief Financial Officer concluded, subject to the limitations noted above, that for the period covered by this annual report, our disclosure controls and procedures were adequate and effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act of the SEC is recorded, processed, summarized and disclosed within the time period specified in the applicable rules and forms, and that it is accumulated and communicated to our Management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

AC ¶ 159. Plaintiff alleges that Bradesco’s statements that its “disclosure controls and procedures were adequate and effective to provide reasonable assurance that information required to be disclosed by us ... is recorded, processed, summarized and disclosed” were materially false and misleading because “[i]n truth, Bradesco’s disclosure controls and procedures were inadequate and ineffective as evidenced by: (i) the fact that the Company’s Class Period representations, regarding, for example, its internal controls and compliance with SEC regulations, omitted and concealed Bradesco’s eleven-year-long practice of paying illegal bribes in exchange for tax credits—credits which were then reflected in the Company’s financial statements; and (ii) the fact that Bradesco’s Class Period Forms 20-F did not contain the information required by Item 3.” AC ¶ 160. According to the amended complaint, the ineffectiveness of Bradesco’s disclosure controls and procedures in 2014-2016 is “further evidenced by: (i) Defendants’ representations in Bradesco’s 2014 and 2015 Forms 20-F regarding the Company’s internal controls and compliance with SEC regulations; and (ii) the Company’s statements in 2015 and 2016 Forms 6-K concerning Defendants’ involvement in the illegal conduct targeted by Operation Zealots, each of which was materially false or misleading in light of Bradesco’s negotiation of the payment of illegal bribes in exchange for favorable determinations in connection with” the CARF appeal, the tax compensation request, and the application for COFINS and PIS tax credits. AC ¶ 161.

5. Trabuco’s Statements in SOX Certifications

Each of Bradesco’s Class Period Forms 20-F contained a signed and sworn CEO Certification pursuant to SOX. AC ,¶ 162. In each of those certifications, Trabuco “certified] that ... [biased on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.” Id. Trabuco also certified that “[t]he company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures ... and [ICFR] ... for the company and have ... [designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared.” Id. Finally, Trabuco certified that “[t]he company’s other certifying officer and I have disclosed ... to the company’s auditors and the audit committee of the company’s board of directors ... [a]ny fraud, whether or not material, that involves management or other employees who have a significant role in the company’s [ICFR].” Id.

Bradesco’s Class Period Forms 20-F also contained an additional certification pursuant to SOX Section 906, and signed by Trabuco, stating that “the undersigned officer of Banco Bradesco S.A.... does hereby certify, to such officer’s knowledge, that the annual report on Form 20-F ... fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company.” AC ¶ 163.

Plaintiff alleges that the foregoing SOX certifications were false or misleading because: “(i) the Company was engaged in an undisclosed eleven-year-long practice of paying illegal bribes in exchange for illegally obtained tax credits, which were then reflected in Bradesco’s financial statements; (ii) Bradesco’s [ICFR] and disclosure controls were ineffective and inadequately designed as evidenced by the fact that these controls, which remained unchanged from 2004 to 2016, did not prevent or detect the long-running bribery scheme committed by Bradesco’s management or the resulting impact of this scheme on Bradesco’s financial statements; and (iii) Bradesco’s Class Period Forms 20-F did not contain the information required by Item 3.” AC ¶ 164. Plaintiff further alleges that those statements were false or misleading “in light of: (i) the Company’s intention to pay a bribe in order to secure a favorable result in” the CARF appeal “and the- illegal conduct committed by Defendants in discussing and negotiating this bribe payment in mid-2014 and early 2015; (ii) Bradesco’s intention to pay a bribe to obtain a favorable determination with respect to the Company’s tax compensation request and the illegal conduct committed by Defendants in discussing and negotiating this bribe payment in mid-2014 and early 2015; and (iii) the Company’s intention to pay a bribe in order to obtain a favorable DEINF/SP determination with respect to Bradesco’s application for COFINS and PIS tax credits and the illegal conduct committed by Defendants in discussing and negotiating this bribe payment in late-2014 and early 2015.” AC ¶ 165.

6. Failure to Make Disclosures Required by Item 3 of Form 20-F

Item 3.D of Form 20-F requires filers to “prominently disclose risk factors that are specific to the company or its industry and make an offering speculative or one of high risk, in a section headed ‘Risk Factors.’ ” AC ¶ 166, The instructions for Item 3.D state that “[r]isk factors should be concise and explain clearly how the risk affects the issuer or the securities.” Id.

As alleged in the amended complaint, Bradesco’s Item 3.D disclosures were incomplete and, therefore, misleading because Defendants failed to disclose the following risks stemming from the alleged eleven-year-long practice of paying bribes in exchange for tax credits: “(i) the risk that public disclosure of the bribery scheme would result in Bradesco’s executives facing criminal charges in Brazil; (ii) the risk that public disclosure of the bribery scheme would result in the Company and/or its executives incurring fines and penalties related to the tax credits that Bradesco illegally- obtained; (iii) the risk that public disclosure of the bribery scheme would result in the Company’s liability pursuant to the Foreign Corrupt Practices Act of 1977 and/or other criminal or civil penalties in the United States; and (iv) the risk that public disclosure of the bribery scheme would result in a loss of investor confidence and a corresponding decline in the price of Bradesco PADS.” AC ¶ 167.

7. Statements Concerning the Accuracy of Reference Form Information

Bradesco’s Class Period Reference Forms, filed with the CVM and subsequently with the SEC, each contain a statement by Trabuco and Angelotti declaring that “the set of information contained therein is a true, accurate, and complete description of the issuer’s economic financial outcomes and of the risks inherent to its activities and securities issued.” AC ¶ 168.

Plaintiff alleges that those statements were materially false or misleading be-cáuse “the Company was engaged in an eleven-year-long practice of paying illegal bribes in exchange for' illegally-obtained tax credit