KANNE, Circuit Judge.
John Boland is a shareholder of Indiana Financial Investors, Inc. (Indiana Financial). Boland brought suit alleging that its president and chairman of the board, Clyde Engle, has masterminded a complicated scheme to "upstream" the assets of Indiana Financial to other corporations controlled by Engle. Boland's complaint set forth seven claims: two derivative counts (i.e., on behalf of
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