B.D. PARKER, JR., Circuit Judge:
This case requires us to consider whether certain statements concerning goodwill and loan loss reserves in a registration statement of Defendant-Appellee Regions Financial Corporation give rise to liability under sections 11 and 12 of the Securities Act of 1933. The United States District Court for the Southern District of New York (Kaplan, J.) concluded that they do not and dismissed the complaint. See Fed.
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