This section contains the nature of the case and procedural background.

Ps sued IFF and two of its officers as well as D and five of its officers. Ps alleged that Ds' materially misleading misstatements violated Sections 10(b) and 20(a) of the Exchange Act, 15 U.S.C. §§ 78j(b), 78t(a); and Securities and Exchange Commission (SEC) Rule 10b-5, 17 C.F.R. § 240.10b-5. The district court granted Ds' motion to dismiss for failure to state a claim. The court held that Ps', complaint 'failed to allege with the requisite particularity that D's misconduct continued into the Class Period' and concluded that, in any case, the allegedly false statements and omissions of material fact were not actionable or material. The court held that Ps also lacked statutory standing under Section 10(b). Ps appealed.

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