On July 26th, the Second Circuit affirmed the dismissal of a securities fraud complaint alleging that a real estate financing company made material misstatements of fact in its offering materials concerning the impairment of two mezzanine loans. The Court found that the alleged misstatements were not material because the value of the loans composed an immaterial portion of the issuer's total assets. In so doing, the Court noted that in considering the materiality of statements, courts should weigh whether an issuer's particular product or product line, or division or segment, has independent significance for investors. If so, then even a matter material to less than all of the company's business may be material for purposes of the securities laws. Here, however, plaintiffs could not plausibly allege that mezzanine loans constitute a component of the issuer's business that is of distinct interest to investors. The Court therefore considered the two mezzanine loans in the context of the issuer's entire business and found them to be an immaterial part of that business. Sheet Metal Workers Local No. 33 v. CBRE Realty Finance, Inc.