The action arises from the merger of Smith Barney Inc. into Primerica Inc. in 1987. At the time, plaintiff Lama Holding Company was the record owner of 24.9% of the outstanding shares of Smith Barney. A shareholders' agreement with defendant Smith Barney prevented Lama from selling the shares acquired in 1982 for four years. Lama was owned by the other plaintiffs, who were formed solely to acquire the shares in a manner meant to take advantage of tax laws, known as the General...
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