In In re Omnicare, Inc. Securities Litigation, 769 F.3d 455 (6th Cir. 2014) (No. 13-5597), plaintiff shareholder alleged that the individual and corporate defendants committed securities fraud in violation of Section 10(b) of the Securities Exchange Act of 1934.  The district court dismissed the action, holding, among other things, that plaintiff had failed to plead sufficient facts to establish the scienter element with respect to the corporate defendant.  On appeal, the Sixth Circuit addressed the corporate scienter doctrine, noting that several of its sister circuits had adopted different standards.  Finding none of those approaches ideal, the court adopted its own standard, stating that a plaintiff can establish that a corporation has the requisite scienter under § 10(b) by showing that any of the following individuals acted with scienter:  (1) the individual who made the misrepresentation; (2) any agent who authorized, requested, prepared, furnished information for, reviewed, or approved the statement in which the misrepresentation was made; or (3) any high managerial agent or member of the board of directors who ratified, recklessly disregarded, or tolerated the misrepresentation after its issuance.  The court stated that this approach went a long way toward solving the flaws of the other circuits’ approaches, and struck an appropriate balance between preventing companies from evading liability through tacit encouragement and willful ignorance, while still protecting companies from strike suits based upon the knowledge of low-level employees unconnected to the preparation or issuance of the relevant statements.  Applying this new standard, the court affirmed the district court’s dismissal, holding that the persons alleged to have acted with scienter were not within any of the above categories.