25 F.3d 1124, 1127-28 (2d Cir.1994) (noting that § 10(b) claims are subject to Fed R. Civ. P. 9(b) particularity requirements). Neither complaint at issue sets forth the content, speaker, or timing of any alleged misstatement. Much less does either assert that Klimley or Palmero discussed with any plaintiff the purchase or sale of any note. In fact, counsel for Plaintiffs-Appellants conceded at oral argument that no such discussions occurred. Moreover, insofar as they seek to predicate their federal securities claims on omissions, Plaintiffs-Appellants allege no facts that would support an obligation on the part of either defendant to disclose the information at issue. Cf. Credit Agricole Indosuez v. Rossiyskiy Kredit Bank, 94 N.Y.2d 541, 549, 708 N.Y.S.2d 26, 729 N.E.2d 683 (2000) (<HOLDING>). Absent any details about the alleged
holding that directors and officers are fiduciaries holding that causes of actions against directors of corporations for breach of fiduciary duty are contract actions recognizing that insolvent corporations officers are directors and may have fiduciary duty to existing creditors not to dissipate corporate assets holding that directors of an insolvent corporation are trustees for the creditors holding under delaware law that corporate officers owe the same fiduciary duties as directors