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At no point does the complaint identify any particular transaction or scheme of backdating or specific recipients of such a scheme. As with any fraud claim, a plaintiff must plead the circumstances of the conduct with particularity. They effectively concede that no single allegation, standing alone, is sufficient to meet the Tellabs standard, see 551 U. There, the plaintiff alleged that the defendant fraudulently issued backdated stock options, signed false securities filings, and overstated earnings during the plaintiff's stock ownership. We held that all of these allegations failed to create an inference of scienter that exceeded other inferences of nonfraudulent intent. We reasoned that it was most plausible that the defendant did not realize that the backdated options would affect later financial statements because he had no accounting experience. We also concluded that the restatement, as a percentage of total revenue during the class period, was de minimis and would not have alerted the defendant to the false statements. Finally, we rejected the assertion that backdating stock options is inherently an intentional fraud that demonstrates scienter. The allegations in this case are strikingly similar to those we encountered in Rosenberg.


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