b'holding that confidential witness accounts thatthe product and migrating AT&T customers. Finally, defendants were aware of turnover and understaffingthe Second Circuit agreed that the district court in the companys control functions did not raise anproperly denied leave to amend because plaintiffs actionable inference that Defendants knew that thenew allegations did not resolve the fundamental issue SOX certifications were false; an equally plausiblewith their casethat is, plaintiffs failure to identify inference is that Defendants believed that anyinformation alleged to be in the defendants possession deficiencies were not so acute as to rise to the level ofthat was actually inconsistent with their statements of an internal control weakness. opinion regarding estimated future revenue.Plaintiffs sought leave to file a third amended complaint, which the district court denied, holding that theFrontier Comms., Corp. Stockholders proposed complaint failed to cure the deficienciesLitigation, Case No. 3:17-cv-1617 (VAB), noted in the courts dismissal order. It further explained2020 WL 1430019 (D. Conn. Mar. 24, 2020) that new confidential witness allegations did not add anything to show that defendants did not hold theHigher Than Expected Acquisition Costsbeliefs they professed. On December 16, 2019, plaintiffsFrontier Communications Corp. (Frontier) is a appealed the dismissal. telecommunications company that offers local, long-The Second Circuit affirmed the district courtsdistance, and digital telephone services, and is one rulings, stating that the challenged statements wereof the largest providers of broadband internet in the quintessential opinion statements about SynacorsUnited States. In February 2015, Frontier announced future earnings and revenue goals. In supportingplans to acquire Verizons California, Texas, and Florida this conclusion, the court held that plaintiffs failed towireline operations (CTF Acquisition), which was plausibly allege that defendants did not actually believethe largest purchase in the companys history. The the AT&T contract would yield future annual revenuescompany and its officers stated that the company of $100 million; rather plaintiffs allegations indicateexpected the integration costs to be approximately that the companys CEO and CFO honestly held$450 million, and that the company had a proven their opinions about the companys future revenue.track record of achieving and exceeding acquisition Second, the Second Circuit held that plaintiffs failedcost savings while creating a smooth transition for to allege untrue facts that Synacor used in supportcustomers with no disruption to service. Between of its opinions, noting that AT&Ts alleged controlMarch and May 2015, the companys officers made of monetization decisions and its prioritizing useroptimistic statements about being the only ones experience over advertising could not constitutethat have successfully conducted acquisitions of supporting facts embedded within any opinionthis type, having a playbook written based on the statement because plaintiffs simultaneously claimedcompanys recent acquisitions, and taking comfort in that this information was omitted altogether. Third,the companys ability to do heart and lung transplants the Second Circuit agreed with the district courtin a weekend. In order to finance a portion of the that Synacors statements of opinion regarding itsacquisition, Frontier launched two offerings of preferred expectations for its future revenues from the AT&Tand common stock in June 2015, from which Frontier portal, viewed in context, were not rendered misleadingultimately raised $2.75 billion. Between June 2015 by any allegedly omitted fact. Namely, the Secondand April 2016, the company and its officers continued Circuit held that Synacors revenue estimates fairlymaking optimistic statements about the companys aligned with the companys statements that theability to successfully complete the acquisition, revenue would result only after successfully deployingnotwithstanding the companys $160 million settlement 61'