The plaintiff must plead and prove that, when purchasing or selling the security, the defendant either misrepresented a material fact or failed to state a fact that, in the light in which other statements were made, made those representations materially misleading. To adequately plead a misleading statement or omission, a plaintiff cannot rest on mere allegations. Instead, the plaintiff's pleadings must specify:
· which statements were misleading; and
· why those statements were misleading.
15 U.S.C. § 78u-4(b)(1). As one court explained, "a securities fraud plaintiff must allege with particularity the who, what, when, where, and why of each materially false or misleading misrepresentation or omission." Chalverus v. Pegasystems,Inc., 59 F. Supp. 2d 226, 232-33 (D. Mass. 1999).
Further, if an allegation is based on reasonable belief, the pleadings must "state with particularity all facts on which that belief is formed." §...
