relying literally on snippets of selected media reports not alleged in the complaint become comes from the fence exhibits and taking the snippets out of context make a premature factual finding whether the truth  problems had already reached the market when there literally misleading statements were made but a step back dismissal was based on falsity but the court found all the allegations adequately that the the wh and when to provide the why the statements were false and raise specific questions in its order although it was a dismissal with prejudice will raise these questions in its order with regard to what it found lacking in the allegations in this address the quite specific questions so if i could highlight for the court a couple of examples from the proposed a minute complaint that attended to answer the questions the court asked never addressed and then i'd like to if i may point to examples of the court's improper allegations to show that there was any difference between what happened in the u s and canada against the w twelve who had worked on i t operations in the united states for twelve years stated the supply chain problems were very specific very canada nothing like in the u but they stem from problems with the technology of the supply chain software as well as inaccurate data that led to products being underwater over ordered required extra storage facilities at a great cost in the summer of two thousand and thirteen which is exactly when the statement was made ok question here the statement you just alluded to was a statement referring to inventory  issues the point is my buy the apple a that or they would argue that you have to look carefully at exactly what the statement the management statement referred to you did refer to inventory it refer to supply been referred to atty and so there are distinctions made here and as i understand the argument when you look carefully at the information that is alleged which is contrary to the management statements you find that it's worth for its information that has to do with different issues not specifically in this in this case inventory at what your what having had too much inventory of the warehouses not enough in the stores and there was a directly related to the fact that the supply chain problems weren't working there was a improper entry into the supply chain software system was out of sync with the other very detailed allegations from the other c w's the confidential witnesses that were alleged in the proposed amended complaint and these were senior people who were observing these systemic problems and  the court made a fact finding that the public was already aware of supply chain problem so that these allegedly misleading statements when the made a difference the truth in the market analysis which of the seven circuit held that such a fact based analysis is not available at the pleading stage worse that this finding of fact finding was based on these out of context minutes of statements that were not even part of the complaint they were in exhibits from the fence they were traditionally noticed they were incorporated into the complaint they were simply exhibits its hats to their motion to dismiss and in the denial of the motion for reconsideration the court relied and even has a little chart i think on the nd page of its order and what it called to public manifestations of the supply chain problems from these media reports and sta openings and empty shelves and according to the court since the public knew about these things whether they knew about the root problems of the supply chain wouldn't make a difference but i think the snippet about the staggered openings i could talk about that is by the best example of where the court and it didn't put a quote that said or part of a quote that said concern over startup issues drove staggered openings that's the basis of the court's finding that the staggered openings were a public manifestation of the problem of the supply chain the full  sentence which appears in the report under this positive heading of openings on track so far is quote concern over system start ups drug staggered openings but we believe that they have not had any major setbacks so far and more important the context of the staggered openings the court found in the and denying the motion for reconsideration that this wasn't not materially false because mulligan tempered this by stating canada we certainly have our hands full right now going this is a quote in the complaint it's in that the courts making this fact finding out materiality based on these out of extra complaint records the by the court can look outside the pleadings of the matters are necessarily embraced by the pleadings at the pleading stage these  the statements regarding strong supply chain infrastructure and defective inventory management target argues that those statements referred to not target before this event is we're talking about opening other stores in canada and having their supply chains and as an effect as a key to their success so although this is in this statement isn't precisely about target canada think investors would understand that when they're having their effective supply chain as a key to their success there were about to open the stores when in contrast to what they're saying to the public things are a complete disaster with regard to the supply chain with the with regard to the communication between the warehouse and the supply chain and then the other three other part of ability to build our supply chain capabilities and technology system that's on march th indicating sort of similar to pilot stores assuring the public you know we're not going to open these stores until we have the systems working and they were they weren't working and in fact in complete contrast to that statement c e o stein says they can open these stores even if they're not working even if the supply chain systems aren't working even if they have to use pencil and paper so they're giving the public this notion that everything is going fine maybe there's some startup you know growing pains but it's just like what happen in the u s you don't have to worry you know everything is is is going well and expected and in fact was a complete disaster was the attempt of the motion for at least for reconsideration and leap to amend was finally getting the court's guidance and specificity which is more art than science i mean how much specificity is needed under the p s l ira it takes you to a couple of original complaint had sufficient specificity it note of the systemic supply chain problems from throughout the past period the court found with regard to specific statements that we didn't say at that particular time the statement was made what the problems were but we had the complaint in detail alleges there were problems going throughout the entire class period but we believe that was her as well that it's my time to re please the court my name is wendy while done and i have the privilege to speak to you today on behalf of the f l a's who are defendants below this appeal is governed by the uniquely pleading standards of the private securities litigation reform a b but then to go on and plead specific contemporaneous facts that show the statements were false or misleading when they were made it's not enough to make allegations about problems that existed over a long period of time no matter how many adjectives or adverbs you used to describe them and then claim that all of positive statements that were made were false because of these problems instead they must match specific facts that existed as  to the statements that were made on those dates and that's why the district court correctly dismissed the original  infrastructure not false or misleading at the time it was made given what was going on in canada at the time and it did have a supply chain it had been built out the fact that it wasn't working perfectly was a complete disaster was it not well that's their general allegation but if you look at the specific facts these alleged they don't have any facts to tell you what the situation was as of that date in march th i will also note your honor if you look at that if you look at that statement and the investor presentation in which that statement was made there is a question where an analyst says to mr mollett he took it on the chin didn't you and social media with respect to your store openings and mr mulligan acknowledges that the replenishment system didn't work verifiable statement that that wasn't true they had built a supply chain they had warehouses they had technology systems they had a point of sale system they had a forecasting system as it turned out they weren't working as well but they had certainly built them out and they had inventory in stores and they were selling merchandise that just wasn't working as well for the only be a true statement if their objective was prescription that well i guess you could argue if it was false if that was the case but of course that's not with the ledge here your honor and let me talk about let me talk about what the facts alleged in the complaint show the plaintiff have made an argument in their briefs about analyst reports and some of those are referenced in the complaint but and we think you can consider them and this is why because the allegations of statements that are challenged are not statements that are you're entitled to look at the context of that statement and other information that's in the public domain to see whether or not that statement left a false impression but in this particular case they have pleaded in their complaint and their proposed nd amended complaint more than enough information to show there was no alleged fraud here so let me let me with some of those things that if i may like other new business ventures target canada encountered operational problems but unlike many other business spencers it's a retailer so those problems unfolded in public view now dealing with problems or the daily work is that problems exist doesn't mean there was a fraud defendants may have underestimated the challenges they were going to face and they may have overestimated their ability problems but misplaced optimism isn't friday there and target canada's failure wasn't inevitable it wasn't until the last half of tw fourteen after the end of the last period when the board of directors of target got a new analysis that said target canada is it going to break even for at least five more years if the board decided to exit canada and use the resources somewhere else  post mortem martens britain post mortems include the supply chain as part of the reasons why target canada failed but this is not a case where the defendant's deny the existence of the supply chain problems or under investors were unaware of supply chain problems and their impact on target canada they knew that from very early in the class period to let me talk with you the march for money thirteen about two weeks before the start of the class period this is in paragraph one hundred and sixty eight investors are told that target canada build technology infrastructure from the ground up and was continuing to test and refined process large measure on its ability to among other things build it supply chain capabilities from the ground up march th two thousand and thirteen this is an investor conference that your honor asked me about it was eight days after the start of the attributable to target canada may thirty two thousand and thirteen complaint paragraph one hundred and ninety six this is an investor conference for mr mulligan attended you look at the transcript of the conference there is acknowledgement by the alice that the the thirteen complaint paragraph two hundred and twenty two mr fisher spoke said it speaks at an investor conference and this is an important date because it's more than ten months before the end of the class period keep in mind the class period doesn't end until nine months from the end of the class period rd quarter results again target canada is disappointing sales gross margins and losses according to the plaintiff itself this reveals that target was struggling mightily in canada hindsight case this is what they say even though defendants may have generally informed investors during the class period that the canadian segment chain was experiencing problems and that's the admission they never notified investors about the root causes of the issues or that they were so fundamental or systemic that the entire chain needed to be reset but let's talk about that even though hard when you're talking about root causes you're talking about something that equivalent bankruptcy of two thousand and fifteen and any claims that might have existed but it belonged to the company and bank so that they said the root cause is a is a hindsight issue and in any event failure to disclose all the details if you just cause a problem it's not misleading to fail to disclose all the details and i would point your honour's to this court's decision in the detroit retirement system versus medtronic case for money ten and that was a case where and this court said it's hard to argue that a company that discloses its problems is misleading investors and there's no duty to disclose details that are in that are not inconsistent with what you've already s reset question they say you didn't tell us that the problems were so fundamental or systemic that the entire supply chain needed to be reset that word only comes up in a press release issued understand what plaintiffs are saying they're saying you committed securities fraud defendants because you didn't tell us on march twenty thousand and thirteen when the class period started what new management was going to do on august t really didn't add anything new but added court confidential witnesses who said the same thing as the ones that work but they didn't do is what the judge told them they needed to do which was to plead  that existed as of the days of the statements that would show those statements were false or misleading but certainly that but the tone of that order is different it gets in the materiality in a way i think that the previous orders from the district court didn't and the talking about if they're not saying we didn't tell you about problems you're saying you didn't give us enough details right and it's kind of unclear what those details were supposed to be if you have to know the exact specifics as of the date statements to know what the tail should have been disclosed but what they're saying is you didn't tell us yeah you told us there were supply chain problems in the target and it was losing money and you had in stock and told us all that stuff but you didn't tell us that you had  inventory in warehouses piling up to take that as an example well for them to make that argument they need to plead fact showing that what date are they talking about when there was inventory at warehouses piling up how much inventory are we talking about ultimately a falsity inquiry because again when you're talking about whether a statement is misleading as opposed to whether it's literally false whether it's misleading you've got to look at the omitted information in the in light of the context of what's already out there and this court has said that in the amdocs case it's one of this court's decisions from i think two thousand and eight and there the court talked about that yes materiality is usually an issue for the trier of fact but there are some situations where information where statement is immaterial as a matter of law and among those that they mentioned are statements where the data that allegedly so insignificant in the context of the total mix of information that it wouldn't have had an impact to a reasonable investor another situation that they point out where  omission is immaterial as a matter of law is where there were cautionary warnings well this record this complaint is replete with cautionary warnings and with regard to the thirteen statements there are some the lead to look at the context secondly most of them didn't involve hard facts at all by hard acts i mean dates numbers names there what the district court correctly said in her nd opinion and this court and many other circuits have said that soft information statements of general optimism statements of general descriptions of a business are only rarely actionable because they're not the kind of information that a reasonable investor would rely upon the other another thing that thirteen statements have in common is all but two of them eleven out of the thirteen all allegedly were made before november rd zero in the st very early period of that and that i would suggest to you indicates that what you have is a situation where time question about inventory excessive inventory what they're talking about is inventory in the stores but they had to mark down in a good order to move it out of the store now what with the defendants are saying a number of those statements essentially we don't have the right merchandise in our stores at the right prices that people had to buy and so we need to mark it down back to our gross margins we have an inventory overhang and  are no facts and decay being that any of those statements and they're certainly not misleading for failing to talk about the situation at the warehouses because they don't deal with supply chain they deal with inventory some of the statements that when they're talking about inventory they say our inventory situation is improved there's no facts indicating that it wasn't an improvement the fact that there might still be problems is it inconsistent with the statement that the defendant concluded that the funds public statements were not alleged to have been false or misleading with me when made they were just not actionable argued canada had by chain problems it was struggling financially those bottom lines confounded because they thought after an investor meeting that everything was fine may team two thousand and fourteen analysis targets continued failure to resolve these inventory problems seem to worsen was the opposite of what target represented august  only in august th teen the end of the class period for analysts say targets finally started to fully acknowledge the magnitude of their problems and that isn't that hindsight though isn't that what you're posing councils highlighting i mean it  d simply hindsight i mean later on it turned out to be true but you need to prove falsity and knowledge of falsity at the time the statements were made right but on what i'm saying is what offense represented in terms of problems  were were turned out to be much worse but from an analyst point of view but but throughout this is not a foot behind that case we have employees at the time to scribing how bad these problems were  that the supply chain systems were not working and even though the fence kept saying these are growing pains this is just like what happened in the us that all we're doing is fine tuning in by fine tuning if i can point the court the two hundred  about dealing with inaccurate data and sort of these massive problems that were going on but it's that is not fraud by hindsight this is what was happening you know at the time they knew it was happening at the time and you know that sort of like that this report was moving target mention of any of the new allegations which are specific to specific times when and statements false statements were made that the  as for ten minutes