b'Code of Conduct The court held that the Codeof Conduct, and statements in the Form 20-Fs referencing the Code of Conduct, were false and misleading. The court held that the Code of Conduct and related statements were material to a reasonable investor because of Tenaris prior involvement in an international bribery scheme. Risk Factor Disclosures The court held that the riskfactor regarding corruption was actionable. The risk factorswhich stated that if Tenaris failed to comply with anti-corruption laws or regulations, its profitability could sufferwere stated as hypo-thetical risk when, at the time made, the company and its senior executives were actively engaged in a bribery scheme. Omissions The court held that the failure of theForm 20-Fs to disclose the existence of the bribery payments, the lack of sufficient internal controls, and the legal violations and adverse implications for Tenaris business were not actionable omissions because Tenaris did not have an affirmative duty to disclose this information.Scienter The court held that Plaintiffs adequately pleaded that CEO had acted with scienter by alleging his personal involvement in the bribery scheme, meaning that he had contemporaneous knowledge that his statements were misleading. The court also found that Tenaris had acted with scienter through the CEOs actionable misstatements. But the court held that Plaintiffs had failed to allege that the CFO had acted with scienter because Plaintiffs did not allege that Carlos knew that the statements were misleading when made. Loss Causation The court held that Plaintiffs adequately alleged loss causation by pointing to the precipitous stock drops on November 27 and December 5, 2018, when information about the CEOs legal troubles in Argentina were reported. Section 20(a) Claims The court next evaluated the control person claims against Rocca, Carlos, and the Parent Defendants. The court held the CEO had actual control over the alleged misstatements; therefore liability could arise under Section 20(a). However, the court rejected control liability against the CFO for lack of knowledge and against the Parent Defendants because their status as controlling shareholders is an insufficient basis for pleading actual control. Alter Ego Liability The court rejected Plaintiffs argu-ment that the Parent Defendants were liable for Tenaris fraud under an alter ego theory. The court held that Plaintiffs failed to allege an essential element of alter ego liabilitythat the Parent Defendants used their control over Tenaris to make the actionable misstatements.40'