Notably, the Court then took the analysis one step further, holding that the standards for alleging falsity of opinions under Section 11 of the Securities Act of 1933 ("Securities Act"), as set forth in the U.S. Supreme Court's recent decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, apply equally to claims under Section 14(a) and Rule 14a-9. In Omnicare, the Supreme Court held that statements of opinion may be actionable representations of material facts in three ways: (1) as affirmations that the speaker holds a certain opinion; (2) as statements that include embedded statements of fact; or (3) as statements of the basis of an opinion. Such statements may give rise to omission liability.