misstatements and omissions concerning regulatory compliance efforts nd defendant's misstatements and omissions concerning the two major data security breaches and rd the sufficiency of the complaints allegations concerning class members losses that we linked to the defendant's actions now turning to the regular there were definite other both publicly and in the offering memorandum on july th two thousand and fourteen hoover issued a statement claiming quote we've been working in good faith with regulators to modernize laws and find a permanent home for hoover in cities and quote and seals artemio your honor that bob's about that statement no it's both false and misleading your honor to say that they are working in good faith with regulators and regulators while at the same time undertaking this secret is very likely illegal gray ball operation in major cities around the country and around the world such as austin portland las vegas and paris you can't reconcile weren't they also working with them to try and which is true but number two even literally true statements can be misleading under the securities laws and this is a perfect example of one right here because they're coming into these offerings they're going to be asking investors to part with ten  materially misleading and we believe to cease to state that you are working in good faith with regulators for kalanick to tell the b b c we work with regulators and cities to make things work and in the offering memorandum in early two thousand and sixteen the legal and regulatory risks so know that there are laws and regulations that could expose the liability and could dampen our growth in profits in the same breath to claim that we were is quote actively challenging and quot local laws i would submit to you that investors would think that actively challenging and working in good faith connotes above or legal efforts to actually work with regulators instead of putting faith apps on their phone so those very same regulators can see what hoover is doing and whether or not the investors in the offerings believe that those statements were materially false is a question is if very fact that is it's too early in defendants are responding to the market and says market analyst who are specifically questioning the regulatory hurdles that hoover is facing coming into these multibillion dollar offerings the defendants didn't claim that the defendant same right i mean you're not suggesting they had affirmative duty to disclose grave all or maybe you are but but your your argument seems to be stronger slightly because they made an affirmative statement they disclose some facts i mean they also said you know we have a problem in some areas i mean part of this issue seems to be with the investors have known that  was not permissible in certain localities and i guess that's where i'm struggling because hoover made that disclosure that you know they made a whole lot of caviar odds to the regulatory scheme and they were working in good faith in many of those to try and get your point is once you make those positive disclaimers and assert assertions you can't it's also ignore the negative implications data security breaches but instead they chose to address those subjects and when they chose to address those subjects they did oh in front of duty to the investors in those four offerings to come clean about it now for example trying to those d bridges now responding to the consumer's concerns in around two thousand and in late two thousand and fourteen and can i just ask a question about the data breaches because it seems to me one of the main problems you have and i don't know how big of a problem but as i dug through it it seems like you're relying primarily upon an unnamed source who made a let you know a proportion of misrepresentation that was reported to the press it my accurate in street journal were and who were spokes person said the wall street journal quote hoover has adopted all of the privacy measures requested and quote by the new york attorney general know as that's a pretty strong definitive quote they all admitted six thousand and fourteen breach and they had just discovered in september but i thought so to me i don't know that that's as much of a problem my question was an spokesperson is that enough and at the beginning stage it has to be your own and i don't know that it has to be and i'm asking you for your best case that big because then we this is very important for the rule might be standard you usually have to have who made it and it's not just the type of person that made it but who made the misrepresentation well as i do when it was you know your honor i really want us regional every day and every day on the nd page there's a corrections and modifications box in the lower left column between whether you're contending that if the affirmative misrepresentations were met as contrasted with contending that there were material omissions at least for me that's important so i guess i'd like to know what your strongest example or examples of actual affirmative measures and quote and bust a big experience negative press and legislative and regulatory action as a result they affirmatively referenced the breach that investors had just discovered knowing at the same time  they had not fixed the multi factor authentic cation problem that led to that reached that a year later would lead to the breach of fifty seven million dollars riders and the remainder of the information about that and as we know when that nd data breach happened they kept quiet for another year they paid a one hundred thousand dollars ransom to the hackers to keep quiet about it and that nd reach led to one hundred and forty eight million dollar and anything that could affect that brand identity could be detrimental detrimental to their future knowing that they chose to speak about these subjects that were near and dear to investors hearts and yet they did not know the full truth i see precedent in dismissing the nd american planes and i'm going to address some of the issues that were just raised by this panel and some of the responses that you guys kelso went directly to regulatory compliance and discussed the working in good faith with regulators to modernize laws statements and i think you correctly pointed out that that is true there is nothing about that that is false but there's also nothing about that that is misleading this court in retail wholesale what about the idea though that that after they were working in good faith and they were the one aspect they were working in good faith what about the grave all i mean is your position that gray ball was that was that good fa th i believe it was but i think the st question that you believe grave you believe great about was good faith yes allegations about greebo were made that was good faith working with investors or with regulators i don't think it's a question but it is but i do believe it's good faith for the exact reason that your honor mentioned which is there was a debate a public debate going on at the time about whether or not there were modern rules and regulations of respects who were and several of these regulatory agencies were captured by taxis so i do believe that you can actually reconcile for a ball with the term good faith but i don't think that's the key question for the court today i think in retail whole cell the court noted that the st question you asked with a statement like we work in good faith with regulators to make things work is will investors rely on a statement like that to make an investment decision in other words is it objectively verifiable is it too general and is it to say that investors would and if they don't and it's not misleading as a matter of law whether you call that seems to be your strongest argument i'm still stuck on the fact that you're defending gray ball as working with regulators in good faith i mean and i don't want to focus too much on it given the time with on the left let me ask you about the dummy accounts because i actually had some concern about the dummy there with uber x booking cancelled lift right i don't know whether they were they weren't but the allegations are that they were using drivers using dummy accounts to try to recruit them to do better and had employees booking council more than five thousand rides now they don't play they never played that occurred ok that is that that they were conflating that with great ball they claim that to the regulations in your own i don't want to get hung up on whether or not it was good faith but i do think that it's puffery and i do think they're missing the tethering at this or generally requires whenever you have your best probing questions on whether or not this case is really about misstatements or omissions released information about speaking about some side effects but not about others and this court held that it wasn't a securities fraud omission to not speak about the side effects that the company didn't discuss because companies can control what they have to disclose by controlling what they discuss and i just don't think we work with regulators or phrases like that that you see throughout the complaint imply anything about the state i mean the alleged fraudulent activity this is clearly statements but i do find it odd that you believe well do you believe they're not because it was it was a separate reader i forget what new writers know by morgan stanley nobody contends control's morgan stanley but i'm not this this offering memorandum that constantly gets quoted a few words at a time here's what the offering memorandum said that they claim is misleading quote in certain jurisdictions the company has continued to offer its services despite laws  regulations that could be interpreted to block those services the company's continuation of this practice may result in fines or other penalties from local regulators as well as negative press coverage which may discourage drivers and writers and using the services and could adversely impact the company's profitability i don't believe they even allege that's misleading by omission it doesn't discuss anything about great ball or imply anything about it that the other area if they if they raised was that data security let's remember something that this plaintiff invested after the two thousand and fourteen data breach and nondisclosure of it others saying that because that was perpetrated by multifactor authentication or the lack thereof that somehow that securities fraud not have an anonymous statement we have we have an anonymous statement we also have no quote so it's an attribution to an unnamed person that's being paraphrased and we cited this circuit's decision in kearns before which didn't deal with anon please this was the best we could find i don't believe there was one the th circuit but we do think that it's practical and it makes sense and it's a probably a continuation an extension of the kerns case which again didn't use the term anonymous but sat for nine b you have to at least identify the speaker i also want to know just in closing a i think i'm going beyond my time but he also referenced the earth in caves and actually i think that the court should read the person case in bursts and that was the case where there were financial statements that express y touted their backlog of orders tens of millions of dollars in backlog letters but they left out it was very backlog of orders included government stop work orders that can never be received and that was what was alleged to be an  both of its predecessors is long on alleged corporate misconduct but it doesn't connect that misconduct to actual statements and us are struggling to create that connection still but it's not the only one with the ball but i wanted you to turn turn your two paragraphs seventy five of the nd amendment and amendment amended complaint because i think that does hit on these five thousand rides and i guess not co counsel but i missed mr ashley statement that that wasn't alleged in the complaint so help me out here if i am i misreading paragraph seventy five of the nd amendment amended complaint about the fact that  that seems to be a pretty fundamental flaw in the plaintiff's case is that so that's what i'm getting to the opening brief opening brief says one of the statements at issue is quote a late august two thousand and fourteen reassurance by hoover that its marketing tactics were above board and transparent in response to charges of using the briefing speaks for itself largely but i just want to say this circuit has held the rule ninety applies to last causation what they did was group one hundred dollars plus statements together in one pile and then claim hey there was inflation over several years so they caused it and then private data it had collected were explicitly warning our clients of the risk of negative publicity from data breaches so we knew that investors were paying attention to that and was asking those same investors in inject and point six billion  applying it's it's it's law well and then if if you fit those allegations of how met the california statute in tonight to be in the hall of case then we've done it we've we've shown we've created what using the cash discount h but if you look at it you have more than half of these where there's no effect at all well for one of them there's a positive impact there's no there's no effect at all immediately and that's true to two points in response number one as we pointed out to the district court which did not just report private shares as the ones that were offered in these offerings do not respond to external market forces the way start to decrease at various points after wouldn't wouldn't they have started to decrease all the same time if they were responding to the same you know the  misstatement if you will it were responses gentles the number one you were asking for well defended as for the immediate reaction to news coming out of the public and this court in the american west decision says we do not need an immediate reaction we don't reduced their valuation from twenty percent to thirty three percent of who were let's not forget in november that year the japanese conglomerate made a tender offer for we were shares reflecting a thirty percent drop in value from the year before and who sold