Helwig v. Vencor, Inc.

12 Citing cases

  1. Helwig v. Vencor, Inc.

    251 F.3d 540 (6th Cir. 2001)   Cited 279 times   8 Legal Analyses
    In Helwig, the district court converted a motion to dismiss into a motion for summary judgment in order to consider certain documents, then ruled in favor of defendants.

    A divided panel of this court concluded that plaintiffs failed to state a claim. Helwig v. Vencor, Inc., 210 F.3d 612 (6th Cir. 2000). We granted plaintiffs' petition for a rehearing en banc.

  2. In re Newell Rubbermaid Inc. v. Newell Rubbermaid Inc.

    Case No. 99 C 6853 (N.D. Ill. Nov. 13, 2000)   Cited 20 times
    Holding that statements that merger was "an exceptional strategic fit"; that the combined companies' products "will be attractive to consumers"; that merger was a "major development" in company's growth strategy; and references to synergies that management expected to result from the merger because they "contain no useful information upon which a reasonable investor would base a decision to invest"

    Wright v. Associated Insurance Companies, 29 F.3d 1244, 1248 (7th Cir. 1994); see also, e.g., Venture Associates Corp. v. Zenith Data Systems Corp., 987 F.2d 429, 431 (7th Cir. 1993). Accord, Helwig v. Vencor, Inc., 210 F.3d 612, 618 (6th Cir. 2000). The referenced section on "Forward-Looking Statements," which began on page 94 of the prospectus, contained a general description of what constitutes a "forward looking statement" and then said, "You should understand that forward-looking statements are not guarantees since there are inherent difficulties in predicting future results.

  3. In re Newell Rubbermaid Inc. Securities Litigation

    Case No. 99 C 6853 (N.D. Ill. Oct. 2, 2000)   Cited 1 times

    Wright v. Associated Insurance Companies, 29 F.3d 1244, 1248 (7th Cir. 1994); see also, e.g., Venture Associates Corp. v. Zenith Data Systems Corp., 987 F.2d 429, 431 (7th Cir. 1993). Accord, Helwig v. Vencor, Inc., 210 F.3d 612, 618 (6th Cir. 2000). The referenced section on "Forward-Looking Statements," which began on page 94 of the prospectus, contained a general description of what constitutes a "forward looking statement" and then said, "You should understand that forward-looking statements are not guarantees since there are inherent difficulties in predicting future results.

  4. In re Envoy Corp. Securities Litigation

    133 F. Supp. 2d 647 (M.D. Tenn. 2001)   Cited 7 times
    In Envoy, the Honorable Todd J. Campbell, Chief Judge held that plaintiffs' § 20(a) claims were sufficiently pled against that corporate defendant's top officers "because of their respective positions in the company, were each involved in the day-to-day management of [Defendant Company]... and... controlled and/or possessed the authority to control the contents of [Defendant Company]'s reports, press releases and presentations to the public and, through that power, fraudulently misled the investing public."

    The PSLRA heightened the pleading standard in securities litigation. Helwig v. Vencor, Inc., 210 F.3d 612, 619 (6th Cir. 2000). Section 78u-4(b) of the PSLRA states:

  5. Ansfield v. Omnicare, Inc. (In re Omnicare, Inc. Sec. Litig.)

    769 F.3d 455 (6th Cir. 2014)   Cited 252 times   9 Legal Analyses
    Holding that "'typically historical information or other factual information that is objectively verifiable' ... is actionable if a plaintiff pleads facts showing that the statement concerned a material fact and that it was objectively false or misleading"

    First, KBC asks us to take judicial notice of Omnicare's Audit Committee Charter, which was attached to the company's proxy statement filed with the SEC in 2004. KBC claims that “this [c]ourt may consider ‘not only those documents referenced in the plaintiffs' complaint, but also documents filed with the SEC.’ ” Appellant MJN at 5 (quoting Helwig v. Vencor, 210 F.3d 612, 618 n. 10 (6th Cir.2000), rev'd on other grounds, 251 F.3d 540 (6th Cir.2001) (en banc), cert. denied, 536 U.S. 935, 122 S.Ct. 2616, 153 L.Ed.2d 800 (2002)); see also id. at 5 n. 2 (citing, inter alia, Kramer v. Time Warner, Inc., 937 F.2d 767, 774 (2d Cir.1991)).

  6. FIDEL v. AK STEEL HOLDING CORP.

    C-1-00-320, (Consolidated w/C-1-00-349) (N.D. Ohio Sep. 19, 2002)

    One recent decision which appeared to support such an approach in the context of a securities fraud action has been vacated, however, casting doubt on the viability of that approach. See Helwig v. Vencor, Inc., 210 F.3d 612, 618 (6th Cir.) (securities fraud class action finding that conversion to summary judgment not required when considering documents referred to in complaint and central to plaintiffs' claims), vacated by 222 F.3d 268 (6th Cir. 2000), rev'd en banc, 251 F.3d 540 (6th Cir. 2001), cert. dismissed ___ U.S. ___, 122 S.Ct. 2616 (2002). In Helwig, the district court converted a motion to dismiss into a motion for summary judgment in order to consider certain documents, then ruled in favor of defendants.

  7. FIDEL v. AK STEEL HOLDING CORP.

    C-1-00-320 (Consolidated w/C-1-00-349) (S.D. Ohio Apr. 19, 2000)

    One recent decision which appeared to support such an approach in the context of a securities fraud action has been vacated, however, casting doubt on the viability of that approach. See Helwig v. Vencor, Inc., 210 F.3d 612, 618 (6th Cir.) (securities fraud class action finding that conversion to summary judgment not required when considering documents referred to in complaint and central to plaintiffs' claims), vacated by 222 F.3d 268 (6th Cir. 2000), rev'd en banc, 251 F.3d 540 (6th Cir. 2001), cert. dismissed, ___ U.S. ___, 122 S.Ct. 2616 (2002). In Helwig, the district court converted a motion to dismiss into a motion for summary judgment in order to consider certain documents, then ruled in favor of defendants.

  8. GROSSMAN v. DTE ENERGY CO

    Case No. 10-cv-13712 (E.D. Mich. Dec. 17, 2010)   Cited 3 times
    Declining to award Rule 11 sanctions despite the fact that “the plaintiff's legal theories [were] rejected as thinly supported by the facts ...”

    When a defendant's motion to dismiss references documents of public record that are central to the plaintiff's claim but not included in the complaint, Rule 12(b)(6) remains the appropriate standard of review. Helwig v. Vencor, Inc., 210 F.3d 612, 618 n. 10 (6th Cir. 2000), rev'd on other grounds, 251 F.3d 540 (6th Cir. 2001) (en banc) (taking notice of SEC documents "does not require conversion of defendants' motion to dismiss to a motion for summary judgment"); 5C Charles Alan Wright Arthur R. Miller, Federal Practice and Procedure, § 1366, at 185-86 (3d ed. 2004). ANALYSIS

  9. Parker v. Southern

    Case No. 10-cv-12934 (E.D. Mich. Nov. 22, 2010)

    When a defendant's motion to dismiss references documents of public record that are central to the plaintiff's claim but not included in the complaint, Rule 12(b)(6) remains the appropriate standard of review. Helwig v. Vencor, Inc., 210 F.3d 612, 618 n. 10 (6th Cir. 2000), rev'd on other grounds, 251 F.3d 540 (6th Cir. 2001) (en banc) (taking notice of SEC documents "does not require conversion of defendants' motion to dismiss to a motion for summary judgment"). ANALYSIS

  10. Flaim v. Medical College of Ohio

    Case No. 3:03CV7197 (N.D. Ohio Apr. 5, 2004)

    See Yanacos v. Lake County, 953 F. Supp. 187, 191 (N.D. Ohio 1996). Further, undisputably authentic documents submitted by a defendant, which are both referenced in and central to the complaint, but are not attached to it, can be considered by the Court without transforming the Rule 12 motion into a Rule 56 motion.See Helwig v. Vencor, Inc., 210 F.3d 612, 615 n. 13 (6th Cir. 2000), reversed on other grounds on rehearing en banc, 251 F.3d 540 (6th Cir. 2001); see also MacArthur v. San Juan County, 309 F.3d 1216, 1221 (10th Cir. 2002). Such documents are not considered to be "matters outside the pleadings."