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  5. 88 N.Y.2d 413 (1996)
 

LAMA HOLDING v. SMITH BARNEY

88 N.Y.2d 413 (1996)

668 N.E.2d 1370

646 N.Y.S.2d 76

Lama Holding Company et al., Appellants, v. Smith Barney Inc. et al., Respondents.

Court of Appeals of the State of New York.

Decided June 13, 1996.

Attorney(s) appearing for the Case

Arent Fox Kintner Plotkin & Kahn (George R Kucik and David T. Dekker of the District of Columbia Bar, admitted pro hac vice, of counsel) and Arent Fox Kintner Plotkin & Kahn, New York City (Jill R. Newman of counsel), for appellants.

Skadden Arps Slate Meagher & Flom, New York City (William P. Frank, Jeremy A. Berman and Daniel J. Fish of counsel), for respondents.

Chief Judge KAYE and Judges SIMONS, TITONE, LEVINE and CIPARICK concur; Judge BELLACOSA taking no part.

SMITH, J.

This action arises out of the sale by defendant Smith Barney Inc. of all of its stock in a merger with Primerica Corporation. The primary issue here is whether the complaint states any cause of action entitling plaintiffs to recover a $33 million tax liability or any other relief. Because we agree that the complaint fails to state any cause of action, we affirm the order of the Appellate Division dismissing...

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