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MERINO CALENTI v. BOTO

No. 93-1759.

24 F.3d 335 (1994)

Victor MERINO CALENTI, Plaintiff, Appellee, v. Alfonso BOTO, et al., Defendants, Appellees, Rafael Merino Vinas, et al., Plaintiffs, Appellants.

United States Court of Appeals, First Circuit.

Decided May 23, 1994.

Attorney(s) appearing for the Case

Patrick D. O'Neill with whom Anabelle Rodriguez and Martinez, Odell & Calabria, Hato Rey, PR, were on brief, for appellants.

Guillermo J. Bobonis with whom Bobonis, Bobonis & Rodriguez Poventud, San Juan, PR, and Roberto Corretjer Piquer, Hato Rey, PR, were on brief, for appellees.

Before SELYA, Circuit Judge, BOWNES, Senior Circuit Judge, and STAHL, Circuit Judge.

STAHL, Circuit Judge.

Plaintiffs-appellants, shareholders in a closely-held and largely family-dominated Puerto Rico corporation, brought this claim against certain directors of the corporation, challenging the legality of a proposed amendment to the corporation's articles of incorporation. The amendment abrogated the corporation's right to redeem preferred shares at par value, and plaintiffs argued that the amendment violated federal securities law and Puerto Rico...

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