On January 9, 2009, the United States Court of

Appeals for the Eleventh Circuit affirmed the

dismissal with prejudice of a Rule 10b-5 claim

based on alleged stock options backdating for

failure to plead a “strong inference” of scienter in

accord with the Private Securities Litigation Reform

Act of 1995 (the “PSLRA”). Following on the heels

of its October 2008 opinion in Mizzaro v. Home

Depot, Inc.,1 the Eleventh Circuit’s decision in

Rosenberg v. Gould shows that the court will

continue to bring exacting scrutiny to bear upon a

10b-5 plaintiff’s allegations of scienter.