Opinion for the Court filed by Circuit Judge Sentelle.
SENTELLE, Circuit Judge:
This is an appeal from a summary judgment in favor of counterclaiming defendants asserting a shareholder derivative action in answer to a suit for declaratory judgment. In 1998, OmniOffices, Inc. (Omni) issued 5,535,353 non-voting common shares to its controlling shareholder, CarrAmerica Realty Corp. (CarrAmerica), at a price of $20.00 per share. In the face of challenges to the...
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