OPINION
LATCHUM, District Judge.
This is a stockholders derivative suit brought by three of the directors of the Scotten, Dillon Company ("Scotten, Dillon"), Len J. Dillon ("Dillon"), Harold Gray ("Gray"), and Fred R. Davis ("Davis") against four of the directors or purported directors of the company, F. Steven Berg ("Berg"), William Lerner ("Lerner"), George K. Bissell ("Bissell"), and Ernest Summers ("Summers"), with Scotten, Dillon, a Delaware corporation...
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