THOMSEN, District Judge.
This shareholder's derivative suit, seeking damages from former directors and officers of Baltimore Paint and Chemical Corporation (Baltimore Paint), has been tried before the court without a jury. The second amended complaint, on which the case went to trial, alleges that at some time prior to January 1, 1961, defendants Krock, Muscat and Huffines (the trio) formed a plan and conspiracy to acquire, directly or indirectly,
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