                            PUBLISHED

UNITED STATES COURT OF APPEALS
                FOR THE FOURTH CIRCUIT


LAWRENCE F. GLASER, individually        
and on behalf of Kimberly, Erin,
Hannah and Benjamin Glaser;
MAUREEN GLASER, individually and
on behalf of Kimberly, Erin,
Hannah and Benjamin Glaser,
               Plaintiffs-Appellants,
                 v.
ENZO BIOCHEM, INCORPORATED;                      No. 05-1920
HEIMAN GROSS; BARRY WEINER;
ELAZAR RABBANI; SHAHRAM RABBANI;
JOHN DELUCCA; DEAN ENGELHARDT,
             Defendants-Appellees,
                and
RICHARD KEATING; DOUG YATES;
JOHN DOE, 1-50,
                      Defendants.
                                        
            Appeal from the United States District Court
         for the Eastern District of Virginia, at Alexandria.
                  Gerald Bruce Lee, District Judge.
                           (CA-02-1242)

                         Argued: May 25, 2006

                      Decided: September 21, 2006

  Before WILKINS, Chief Judge, GREGORY, Circuit Judge, and
  Joseph F. ANDERSON, Jr., Chief United States District Judge
     for the District of South Carolina, sitting by designation.
2                   GLASER v. ENZO BIOCHEM, INC.
Affirmed by published opinion. Judge Anderson wrote the opinion, in
which Chief Judge Wilkins and Judge Gregory joined.


                             COUNSEL

ARGUED: Michael Jay Rovell, Chicago, Illinois, for Appellants.
Robert Richardson Vieth, COOLEY & GODWARD, L.L.P., Reston,
Virginia, for Appellees. ON BRIEF: K. Stewart Evans, Jr., William
J. Bethune, PEPPER HAMILTON, L.L.P., Washington, D.C., for
Appellee Heiman Gross; Donald H. Chase, MORRISON COHEN,
L.L.P., New York, New York, for Appellees Enzo Biochem, Incorpo-
rated, Barry Weiner, Elazar Rabbani, Shahram Rabbani, John
DeLucca, and Dean Engelhardt.


                             OPINION

ANDERSON, Chief District Judge:

   The plaintiffs, Lawrence F. Glaser and his family, appeal the dis-
missal of their claims for common law fraud against Enzo Biochem,
Incorporated ("Enzo") and individual defendants Heiman Gross,
Barry Weiner, Elazar Rabbani, Shahram Rabbani, John DeLucca, and
Dean Engelhardt. After this Court remanded a portion of the case in
an earlier appeal, Glaser v. Enzo, No. 03-2188, 2005 WL 647745 (4th
Cir. March 21, 2005), the district court granted the motion of defen-
dants Elazar Rabbani, Shahram Rabbani, John DeLucca, and Heiman
Gross ("Moving Defendants") to dismiss the common law fraud
claims against them for lack of an actionable statement, as well as the
motion to dismiss the common law fraud claims against the remaining
defendants because of the decision of the United States Supreme
Court in Dura Pharmaceuticals, Inc. v. Broudo, 544 U.S. 336 (2005),
which issued subsequent to this Court’s remand. The district court
also denied plaintiffs’ motion to amend their amended complaint. For
the reasons that follow, we affirm.

                                  I.

   As recounted in the earlier appeal, Enzo is a publicly traded bio-
technology company engaged in research and development of treat-
                     GLASER v. ENZO BIOCHEM, INC.                         3
ments to combat the human immunodeficiency virus ("HIV") and
other diseases. From 1994 to 2000, Glaser purchased more than one
million shares of Enzo stock. According to the plaintiffs’ Amended
Complaint, Enzo, through press releases and statements made by its
officers, exaggerated the preliminary success of its HIV and Hepatitis
B therapies, including pre-clinical and clinical trials; its stealth vector;
its patent estate; and other commercial arrangements. Plaintiffs claim
that the purpose of the alleged fraud and conspiracy among the defen-
dants was to enable the defendants to dump their shares on an unsus-
pecting marketplace and obtain prices that, had the true facts been
known, would have been substantially lower. Plaintiffs claim that
defendants’ conduct caused plaintiffs’ entire position in Enzo—which
at one point was in excess of $100 million—to liquidate and thus
forced plaintiffs into bankruptcy.

   In the first appeal, plaintiffs challenged, inter alia, the district
court’s dismissal of their common law fraud claim. In reversing that
portion of the district court’s ruling, we found that plaintiffs had suffi-
ciently alleged common law fraud under Virginia law as to eight mis-
representations made by the following defendants: two statements
made by defendant Engelhardt at the January 12, 2000 shareholders’
meeting, three statements made by defendant Weiner at the January
12 meeting, and three statements made by defendant Enzo in various
press releases issued after the January 12 meeting.

   On remand, defendants moved to dismiss the remaining common
law fraud claim on two grounds: first, that this Court had effectively
dismissed the conspiracy claims against the Moving Defendants as
they did not make any of the eight actionable statements left standing
by this Court’s prior opinion, and, second, that plaintiffs failed to ade-
quately allege loss causation as Dura required. Plaintiffs sought to
amend their Amended Complaint to add allegations to their common
law fraud claim to satisfy the Dura pleading requirements of loss cau-
sation. The district court granted defendants’ motion to dismiss and
denied plaintiffs’ motion to amend. The plaintiffs now appeal each of
these adverse rulings.
4                    GLASER v. ENZO BIOCHEM, INC.
                            II. Discussion

                       A. Standard of Review

   This Court reviews de novo a decision dismissing a complaint for
failure to state a claim. Chisolm v. TranSouth Financial Corp., 95
F.3d 331, 334 (4th Cir. 1996). A complaint should not be dismissed
unless there is no set of facts on which relief can be granted, with all
well-pled allegations of the complaint viewed as true and drawing all
reasonable inferences in favor of the plaintiff. Trulock v. Freeh, 275
F.3d 391, 405 (4th Cir. 2001); Edwards v. City of Goldsboro, 178
F.3d 231, 244 (4th Cir. 1999). The Court reviews a denial of leave to
amend the complaint for an abuse of discretion. GE Investment Pri-
vate Placement Partners II v. Parker, 247 F.3d 543, 548 (4th Cir.
2001).

       B. Dismissal of Claims Against Moving Defendants

   The district court dismissed the plaintiffs’ common law fraud claim
against the individual defendants. Under Virginia law, a plaintiff
seeking to recover for fraud must allege: (1) a false representation, (2)
of a material fact, (3) made intentionally and knowingly, (4) with
intent to mislead, (5) reliance by the party misled, and (6) resulting
damage to the party misled. Bank of Montreal v. Signet Bank, 193
F.3d 818, 826 (4th Cir. 1999) (applying Virginia law); Richmond
Metropolitan Authority v. McDevitt Street Bovis, Inc., 507 S.E.2d
344, 346 (Va. 1998).

   The district court dismissed the complaint against the Moving
Defendants because they did not make any of the statements this
Court found in its prior opinion to be actionable. The plaintiffs argue
the district court erred in dismissing the Moving Defendants, contend-
ing these defendants conspired with the people who did make the
false statements. Accordingly, the plaintiffs assert the dismissal of the
Moving Defendants was effectively reversed when this Court
reversed the district court’s dismissal and remanded plaintiffs’ com-
mon law fraud claim. We disagree.

  Our review of the record reveals that Moving Defendants Elazar
and Shahram Rabbani, John DeLucca, and Heiman Gross made none
                     GLASER v. ENZO BIOCHEM, INC.                       5
of the statements that this Court upheld as bases for plaintiffs’ com-
mon law fraud claims. Instead, those statements were made by defen-
dants Engelhardt, Weiner, and in Enzo press releases. Furthermore,
this Court previously upheld the district court’s dismissal of plain-
tiffs’ conspiracy to commit securities fraud claims and found no abuse
of discretion in the district court’s decision to deny leave to amend
to plead conspiracy to commit common law fraud. Therefore, the dis-
trict court properly dismissed the common law fraud claims against
the Moving Defendants.

     C. Dismissal of Common Law Fraud Claim Under Dura

   Plaintiffs next challenge the dismissal of their common law fraud
claim for failure to satisfy the Dura pleading requirements of loss
causation. First, the plaintiffs contend that this Court had already spe-
cifically held that their common law fraud complaint was legally suf-
ficient and there was no basis for the district court to ignore that
ruling. Second, the plaintiffs argue that Dura did not change the law
considered by this Court, but merely rejected a holding in the Ninth
Circuit. Finally, plaintiffs assert they do not rely on the theory of loss
causation that was rejected in Dura. We find plaintiffs’ arguments
unpersuasive. Instead, we agree with the district court that Dura
requires plaintiffs to plead loss causation by alleging that the stock
price fell after the truth of a misrepresentation about the stocks was
revealed, and the plaintiffs in this case did not so plead. See 544 U.S.
at 342.

   This Court has not previously addressed the adequacy of plaintiffs’
loss causation allegations, most significantly because it was not the
basis of the district court’s original dismissal of the common law
fraud claim. Subsequent to this Court’s opinion and mandate remand-
ing the action to the district court, the Supreme Court issued its deci-
sion in Dura which addressed analogous fraud allegations and
specifically rejected the inflated purchase price approach to causation
relied upon by plaintiffs in their pleadings. With the benefit of Dura,
the district court determined that plaintiffs’ pleadings of common law
fraud failed as a matter of law because plaintiffs were unable to link
their losses to the alleged misrepresentations by showing that the
Enzo stock price dropped upon revelation of the true state of facts.
6                   GLASER v. ENZO BIOCHEM, INC.
   The plaintiffs in Dura were purchasers of stock in a pharmaceutical
company which allegedly made false statements about expected
future Food and Drug Administration approval of a new asthmatic
spray device resulting in an artificially-inflated stock price. The Dura
plaintiffs alleged that they purchased the stock at inflated prices and
that they suffered resulting damages. Id. at 339.

   In its analysis, the Dura court analogized the federal securities law
case there to common-law tort actions for deceit and misrepresenta-
tion. Id. at 341. The Supreme Court rejected the Ninth Circuit’s hold-
ing that loss causation is established by showing that "the price on the
date of purchase was inflated because of the misrepresentation," id.
at 342, and concluded that to properly plead loss causation in a fraud
claim, a plaintiff must allege that the price fell after the truth came
to light about a misrepresentation, and that the plaintiff suffered dam-
ages as a result, and even this may not be sufficient to show actual
loss:

    For one thing, as a matter of pure logic, at the moment the
    transaction takes place, the plaintiff has suffered no loss; the
    inflated purchase payment is offset by ownership of a share
    that at that instant possesses equivalent value. Moreover,
    the logical link between the inflated share purchase price
    and any later economic loss is not invariably strong. Shares
    are normally purchased with an eye toward a later sale. But
    if, say, the purchaser sells the shares quickly before the rele-
    vant truth begins to leak out, the misrepresentation will not
    have led to any loss. If the purchaser sells later after the
    truth makes its way into the market place, an initially
    inflated purchase price might mean a later loss. But that is
    far from inevitably so. When the purchaser subsequently
    resells such shares, even at a lower price, that lower price
    may reflect, not the earlier misrepresentation, but changed
    economic circumstances, changed investor expectations,
    new industry-specific or firm-specific facts, conditions, or
    other events, which taken separately or together account for
    some or all of that lower price. . . . Other things being equal,
    the longer the time between purchase and sale, the more
    likely that this is so, i.e., the more likely that other factors
    caused the loss.
                      GLASER v. ENZO BIOCHEM, INC.                         7
Id. at 342-343 (emphasis added).

   The loss causation principle endorsed by Dura can be illustrated by
a simple hypothetical: Assume an investor purchased 100 shares of
Enzo for $12 per share on January 12, 2000, after the alleged misrep-
resentations were made. If the market had known the truth about the
science, instead of trading for $12 per share, the stock would have
traded for only $1 per share.

   Plaintiffs in this case would have stopped the analysis there, con-
tending that, on the very day of purchase, the investor has suffered a
loss of $1,100 — the difference between the price paid ($1,200) and
the price that would have been paid ($100) had the true facts been
known. This analysis ignores the fact that the true facts are not yet
known and the hypothetical investor has not yet suffered a loss.*

    If the stock later drops, as a result of normal market fluctuations,
to $6 per share (again assuming the fraud has not yet been disclosed),
then the investor owns stock worth only one-half of what was paid for
it. If he sells at this point, he has lost $600 of his initial $1,200 invest-
ment, to be sure, but this loss was not caused by the fraudulent con-
duct, because, under the hypothetical, the market is still unaware of
the misrepresentations.

   It is only after the fraudulent conduct is disclosed to the investing
public, followed by a drop in the value of the stock, that the hypothet-
ical investor has suffered a "loss" that is actionable after the Supreme
Court’s decision in Dura. In other words, so long as the fraud is
undisclosed, normal fluctuations in price attendant to any market may
have a direct effect on the value of the investor’s portfolio, but cannot
be said to be a "loss" that is actionable under the federal securities
laws, or as here, the common law of Virginia.

   In Dura, the Supreme Court swept away precedent holding that it
is enough to show causation if the alleged misrepresentation "touches

  *If one month later, with the fraud still undisclosed to the market, the
Enzo stock climbs to $16 per share, then the hypothetical investor now
owns stock worth $400 more than was paid for it, yet has still suffered
a $1,100 "loss" under plaintiffs’ theory of loss causation.
8                    GLASER v. ENZO BIOCHEM, INC.
upon" the economic loss. Id. at 343. "To ‘touch upon’ a loss is not
to cause a loss, and it is the latter that the law requires." Id. (emphasis
in original). A higher purchase price may lead to a "future loss" and
may be a "necessary condition of any such loss," the Court said, but
it does not by itself show loss causation. Id.
   Dura makes clear that plaintiffs’ damages theory — one that relies
on the inflated purchase price theory of causation — cannot be sus-
tained. While plaintiffs repeat throughout their complaint that they
were "fraudulently induced to invest in and retain common shares of
Enzo at artificially inflated prices" (A. 271, 272, 277, 287, and 294;
Complaint at ¶¶ 64, 70, 84, 114 and 135), they make no effort to link
the drop in stock price to any revelation of the true facts behind any
alleged misrepresentations by defendants, let alone to one of the eight
actionable alleged misrepresentations remaining after this Court’s
prior opinion. Plaintiffs must have pled an actual causal connection
between the alleged misrepresentations and a subsequent decline in
Enzo’s stock. Plaintiffs’ failure to do so is fatal to their common law
fraud claim.
   In fact, plaintiffs’ own admissions establish that any decline they
experienced is unrelated to the defendants’ alleged misrepresenta-
tions. Plaintiffs concede in their complaint that the alleged truth about
Enzo’s science was not publicly revealed until a Recombinant Advi-
sory Committee ("RAC") meeting on March 8, 2001. (A. at 286, 289;
Complaint, ¶ 109 and 119). By that time, however, plaintiffs had
already sold all their Enzo shares and filed for bankruptcy protection.
(A. at 259; Complaint, ¶ 12; A.44). Consequently, any declines in the
price of Enzo stock that occurred before that date must have been the
result of market factors or other factors, not the revelation of the
alleged truth relating to any of the eight alleged misrepresentations by
the defendants. Apart from the reference to the RAC meeting, plain-
tiffs do not provide any indication as to when or how the truth became
known to them with respect to any of the eight alleged misrepresenta-
tions this Court identified.
   Finally, the Court finds unpersuasive plaintiffs’ attempts to distin-
guish Dura from the instant case. Although plaintiffs correctly note
that Dura is a class action and did not decide Virginia law or any
common law fraud claim, the Supreme Court in Dura extensively dis-
cussed the requirements of loss causation at common law and specifi-
                     GLASER v. ENZO BIOCHEM, INC.                      9
cally articulated the causation pleading requirements for a fraud
claim. The Court finds nothing in the Dura court’s analysis of the
common law loss causation requirements that justifies a different
standard for plaintiffs’ common law fraud claim under Virginia law.
   In light of the intervening precedent provided by Dura, the Court
finds that plaintiffs do not properly allege loss causation, and that the
district court did not err in dismissing plaintiffs’ common law fraud
claims.
             D. Denial of Motion to Amend Complaint
   Next, the plaintiffs argue that they should have been granted leave
to amend their Amended Complaint. Although leave to amend should
"be freely given when justice so requires," Fed. R. Civ. P. 15(a), the
district court may deny leave to amend for reasons "such as undue
delay, bad faith or dilatory motive on the part of the movant, repeated
failure to cure deficiencies by amendments previously allowed, undue
prejudice to the opposing party by virtue of the allowance of the
amendment, futility of amendment, etc." Foman v. Davis, 371 U.S.
178, 182 (1962). Plaintiffs had an unprecedented thirteen months of
unilateral pre-complaint discovery under Bankruptcy Rule 2004 and
had already set forth four iterations of their complaint. We conclude
that the district court did not abuse its discretion in ruling that the
plaintiffs’ many opportunities to present their claim warranted denial
of the motion to amend.
          E. Abandonment of Motion for Reconsideration
   Finally, plaintiffs indicated in their Notice of Appeal that they were
appealing the denial of their motion for reconsideration pursuant to
Rule 59(e). However, because plaintiffs fail to address their motion
for reconsideration in their appellate brief, they are deemed to have
abandoned it.
                                  III.
   The district court properly dismissed the plaintiffs’ common law
fraud claim and did not err in denying the plaintiffs leave to amend
their complaint.
                                                            AFFIRMED
