No. 88-1015.

857 F.2d 866 (1988)

Richard LESSLER, Plaintiff, Appellant, v. Arthur D. LITTLE, et al., Defendants, Appellees.

United States Court of Appeals, First Circuit.

Decided September 21, 1988.

Attorney(s) appearing for the Case

Mordecai Rosenfeld, P.C. and Alan E. Bandler, P.C., New York City, with whom Benjamin J. Stein, Amedeo C. Merolla and Asquith, Merolla, Anderson, Ryan & Wiley, Providence, R.I., were on brief, for plaintiff, appellant.

Robert G. Flanders, Jr., with whom Jeffrey C. Schreck, Robert Karmen, Flanders & Medeiros Inc., Paul V. Curcio, John Gyorgy, and Adler Pollock & Sheehan Inc., Providence, R.I., were on brief, for defendants, appellees Narragansett Capital Corp., William P. Considine, John M. Fox, Frederick G. Frost, III, Harlow W. Gage, Norman E. McCulloch, Jr., John R. Rockwell, Harvey J. Sarles, and Rosalie J. Wolf, Narragansett Management Corp., Arthur D. Little, Robert D. Manchester, Gregory P. Barber, Roger A. Vandenberg, Jonathan Nelson, and Geraldine M. McNulty.

John D. Donovan, Jr., with whom Ann Pauly Michalik and Ropes & Gray, Boston, Mass., were on brief, for defendant, appellee Monarch Capital Corp.

Before BOWNES and BREYER, Circuit Judges and CAFFREY, Senior District Judge.

BOWNES, Circuit Judge.

Richard Lessler appeals the dismissal of his complaint against Narragansett Capital Corporation (Narragansett), Narragansett Management Company (Management Company), Monarch Capital Corporation (Monarch) and various individual defendants who are officers and directors of Narragansett and Management Company. Lessler, as a shareholder of Narragansett and acting on behalf of all shareholders, challenged the sale of Narragansett's assets to Monarch...

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