On August 23rd, the Second Circuit affirmed the dismissal of a lawsuit alleging that a defendant's statements concerning goodwill and loan loss reserves were misleading, in violation of the Securities Act. The Court held that the statements were opinions, which were not alleged to have falsely represented the speakers' beliefs at the time they were made. Estimates of goodwill depend on management's determination of the fair value of the assets acquired and liabilities assumed, which are not matters of objective fact. Similarly, determining the adequacy of loan loss reserves is not a matter of objective fact. Instead, loan loss reserves reflect management's opinion or judgment about what, if any, portion of amounts due on the loans ultimately might not be collectible. Fait v. Regions Financing Trust.