OPINION OF THE COURT
COWEN, Circuit Judge.
Prior to December 13, 1977, the plaintiffs in these two related actions purchased convertible debentures issued by the defendant Baltimore and Ohio Railroad Company ("B & O"). At that time, 99.63% of the B & O's shares were owned by defendant Chesapeake and Ohio Railroad Company, which in turn was a wholly-owned subsidiary of Chessie Systems, Inc., the corporate predecessor to
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