Neustar Inc., et al. Applying the test set forth in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, the court found that the complaint failed to allege any facts showing that the defendants could not have reasonably held the opinion regarding the estimated transition date when the proxy statement was issued. The court highlighted the reasonableness of management's opinion, pointing to (1) the "admittedly ... incomplete information" of the report to the FCC; (2) the fact that the estimated transition date in the proxy statement was over four months after the Transition Oversight Manager's estimated date, which provided some time for the transition to still be completed despite the obstacles outlined in the report; and (3) several warnings in the proxy statement regarding potential sources of delay that "would have put a reasonable investor on notice that the estimated transition date was far from certain in Defendants' minds."