OPINION OF THE COURT
ADAMS, Circuit Judge.
The issue in this appeal is whether the district court erred when it dismissed the complaint in a dispute arising out of an intra-corporate contest for control of a close corporation. Specifically, we must ascertain whether the factual matrix here satisfies the "in connection with" clause present in both of § 10(b) of the Securities Exchange Act of 1934 and its administrative derivative, Rule 10b-5. Such clause...
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