OPINION OF THE COURT
NYGAARD, Circuit Judge.
In this appeal we decide that a class of shareholders of Chrysler Corporation has not stated a claim against the company and its board directors (collectively "Chrysler") under § 10(b) of the Securities Exchange Act of 1934, 15 U.S.C. § 78j(b) (1990), and Rule 10b-5 promulgated thereunder. The district court twice dismissed the class action under Fed.R.Civ.P. 12(b)(6), reasoning that the shareholders...
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