OPINION & ORDER
LOUIS L. STANTON, District Judge.
Defendants, OTK Associates and its seven nominees for the board of directors of Morgans Hotel Group Co. ("Morgans"), move to dismiss this diversity action against them, which claims they issued a false and misleading proxy solicitation that violated Section 14(a) of the Securities Exchange Act and Securities and Exchange Commission Rule 14a-9. The motion is made under Fed.R.Civ.P. 12(b)(6) for failure...
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