MALLERY, J.
This is a stockholders' derivative action against the corporate officers and directors of the Pigeon Hole Parking, Inc. (hereinafter referred to as Pigeon Hole), seeking rescission of its purchase of all the assets of the E-Z Park, Inc. (hereinafter referred to as E-Z Park). The leading spirits in this litigation are the brothers Sanders — Leo heading the dissident minority stockholder group of Pigeon Hole and Vaughn representing the majority stockholders...
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