MEMORANDUM
GILES, District Judge.
This action combines a claim under the federal securities laws for omissions in proxy materials with a state derivative action for breach of various fiduciary duties. Defendants now move for summary judgment. For the reasons which follow, the motion will be granted in part, and denied in part.
I. BACKGROUND
A. Parties
Plaintiff Bernard M. Gross is a minority shareholder of the Bank of Old...
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