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RCM SECURITIES FUND, INC. v. STANTON

Nos. 1207, 1210, 1211, Dockets 90-7047, 90-7087, 90-7157.

928 F.2d 1318 (1991)

RCM SECURITIES FUND, INC. and Max L. Heine, Plaintiffs-Appellants, Cross-Appellees, v. E. Douglas STANTON, and Harold B. Matles as Trustees, and Robert Conrod, Benjamin F. Litwin, Thomas A. Mudano, Kathleen Durante and Lawrence A. McCarthy as Members of the Administrative Committee of the M.H. Rhodes, Inc., Employee Stock Ownership Trust for the Non-Bargaining Unit Employee Group, Edward J. Doyle, Angelo B. Rucci, Morris F. Marks, Jr., Robert C. Hunt, Jr., Lawrence A. McCarthy, Anthony J. Campanelli, Sr., and Oliver W. Thompson as Directors of M.H. Rhodes, Inc., and M.H. Rhodes, Inc., June Rhodes and Mark M. Rhodes, as Co-Administrators of the Estate of Mark H. Rhodes, Jr., and John J. Coleman as Executor of the Estate of Louis C. Lerner, Defendants-Appellees, June Rhodes and Mark M. Rhodes, as Co-Administrators of the Estate of Mark H. Rhodes, Jr., Cross-Appellants.

United States Court of Appeals, Second Circuit.

Decided March 26, 1991.

Attorney(s) appearing for the Case

Sharon S. Tisher, Hartford, Conn. (Day, Berry & Howard, Hartford, Conn., of counsel), for plaintiffs-appellants, cross-appellees.

Andrew J. Levander, New York City (Adam B. Rowland, Shereff, Friedman, Hoffman & Goodman, New York City, of counsel), for defendants-appellees Edward J. Doyle, Angelo B. Rucci, Morris F. Marks, Jr., Lawrence A. McCarthy, Anthony J. Campanelli, Sr., Oliver W. Thompson, and M.H. Rhodes, Inc.

Donald R. Holtman, Hartford, Conn. (Katz & Seligman, Hartford, Conn., of counsel), for defendants-appellees, cross-appellants June Rhodes and Mark M. Rhodes, as Co-Administrators of the Estate of Mark H. Rhodes, Jr.

Richard C. Robinson, Hartford, Conn. (Sorokin, Sorokin, Gross, Hyde & Williams, P.C., Hartford, Conn., of counsel), for defendants-appellees E. Douglas Stanton and Harold B. Matles, as Trustees, and Robert Conrod, Benjamin F. Litwin, Thomas A. Mudano, Kathleen Durante and Lawrence A. McCarthy.

Robert L. Wyld, Hartford, Conn. (Shipman & Goodwin, Hartford, Conn., of counsel), for defendant-appellee John J. Coleman as Executor of the Estate of Louis C. Lerner.

Before KAUFMAN, FEINBERG and WINTER, Circuit Judges.

WINTER, Circuit Judge:

This appeal arises from a shareholder derivative action brought to challenge two integrated transactions that allegedly disposed of assets amounting to one-third of a Delaware corporation's net worth and that transferred control of the corporation to an employee stock ownership plan, control of which is concentrated in high-level management. The district court dismissed the complaint on the ground that plaintiffs had failed to explain adequately...

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