OPINION
MARSHALL, District Judge.
Charles B. Cannon, Richard L. Davis, John G. Marsh, and Jeffrey Ross brought this derivative shareholder's action, as well as personal claims, against the defendants, U.S. Acoustics Corporation (hereinafter "Acoustics"), a Florida corporation, and National Perlite Products, S.A., (hereinafter "Perlite"), a Panamanian Corporation.
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