Corp., 394 F.3d 126, 144-45 (3d Cir. 2004). In an unpublished opinion, the Fourth Circuit has also suggested that the PSLRA applies to § 14(a) claims. See Hayes v. Crown Cent. Petrol. Corp., 78 Fed.Appx. 857, 861 (4th Cir. 2003). 9 . See, e.g., City of Westland Police & Fire Ret. Sys. v. Sonic Sols., 2009 WL 942182, at *10 (N.D. Cal. Apr. 6, 2009) (finding a strong inference of negligence where a proxy statement failed to account for backdated options because "[d]efendants, as senior executives, Board members and Audit Committee members, had duties associated with administering and accounting the stock option plans, granting the stock options and approving Sonic’s financial reports and proxy statements”); In re Zoran Corp. Derivative Litig., 511 F.Supp.2d 986, 1015-16 (N.D. Cal. 2007) (<HOLDING>). 10 . Specifically, Orbital ATK determined
holding analysts statements insufficient to satisfy particularity requirements because plaintiffs failed to identify with specificity the statements made by a particular defendant or describe how those statements were false or misleading holding that where knowledgeable insiders did not sell stock at a time that would have taken advantage of allegedly fraudulent statements there was not a strong inference of scienter holding plaintiffs alleged a strong inference of negligence with respect to stock backdating where defendants were charged with ensuring compliance with accounting standards and making certain that financial statements and proxy statements were accurate holding an auditors review and approval of quarterly financial statements nonactionable under  10b and stating that because defendant did not actually engage in the reporting of the financial statements  but merely reviewed and approved them the statements are not attributable to defendant and thus defendant cannot be found liable for making a material misstatement holding that allegations that defendants designed and implemented improper accounting practices failed to state claim for securities fraud in absence of allegations of particular facts demonstrating how defendants knew of scheme at time they made their statements of compliance that they knew the financial statements overrepresented the companys true earnings or that they were aware of a gaap violation