Page:In re Donald J. Trump Casino Securities Litigation.pdf/12

 (“Actions terminated in the transferee district court by valid judgment, including … judgment of dismissal …, shall not be remanded … and shall be dismissed by the transferee district court.”), as well as the views of commentators. See Manual for Complex Litigation, Second, § 31.122, at 254 (1985) (stating “[t]he transferee judge has the power to terminate actions by rulings on motions under Fed.R.Civ.P. 12”); Stanley A. Weigel, The Judicial Panel on Multidistrict Litigation, Transferor Courts and Transferee Courts, 78 F.R.D. 575, 582–83 (1978).

In sum, we are satisfied that § 1407 empowered the district court to dismiss the plaintiffs’ complaint under Rule 12(b)(6).

As we explained above, the plaintiffs assert that the Trump defendants had neither an honest nor a reasonable belief in their statement on page 28 of the prospectus that “[t]he Partnership believes that funds generated from the operation of the Taj Mahal will be sufficient to cover all of its debt service (interest and principal).” The plaintiffs contend that, in view of this allegation, they have stated a cause of action under the federal securities laws. We disagree.

A. General Legal Principles

At a minimum, each of the securities fraud provisions which the bondholders allege the Trump defendants violated requires proof that the defendants made untrue or misleading statements or omissions of material fact. See ''Shapiro v. UJB Fin. Corp., 964 F.2d 272, 280, 286 (3d Cir.), cert. denied'', – U.S. —, 113 S.Ct. 365, 121 L.Ed.2d 278 (1992). We have squarely held that opinions, predictions and other forward-looking statements are not per se inactionable under the securities laws. Rather, such statements of “soft information” may be actionable misrepresentations if the speaker does not genuinely and reasonably believe them. See, e.g., Herskowitz v. Nutri/System, Inc., 857 F.2d 179, 184 (3d Cir.1988), ''cert. denied'', 489 U.S. 1054, 109 S.Ct. 1315, 103 L.Ed.2d 584 (1989); Eisenberg v. Gagnon, 766 F.2d 770, 776 (3d Cir.), ''cert. denied sub nom. Wasserstrom v. Eisenberg'', 474