scienter definition
scienter shall have its meaning under the Federal common law of the United States.
scienter in this context means “a mental state embracing intent to deceive, manipulate or defraud.” Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. 308, 319 (2007) (internal quotation marks omitted). The Private Securities Litigation Reform Act (“PSLRA”) provides that, to survive dismissal, the allegations in the complaint must give rise to a “strong inference of scienter.” Id. at 323. An inference of scienter is strong “only if a reasonable person would deem the inference of scienter cogent and at least as compelling as any opposing inference one could draw from the facts alleged.” Id. at 324. Thus, in analyzing scienter, a court looks not just to inferences favoring the plaintiff, but must also take into account “plausible, nonculpable explanations for the defendant’s conduct.” Id. Although an inference of scienter may arise from “strong circumstantial evidence of conscious misbehavior or recklessness,” ATSI Commc’ns, 493 F.3d at 99, the recklessness must represent “an extreme departure from the standards of ordinary care to the extent that the danger was either known to the defendant or so obvious that the defendant must have been aware of it,” Rothman v. Gregor, 220 F.3d 81, 90 (2d Cir. 2000) (alterations and internal quotation marks omitted).