MEMORANDUM OPINION
NORMA HOLLOWAY JOHNSON, District Judge.
Plaintiffs, Irving Kas and Helen Sonenshine, bring this action for declaratory, injunctive, and monetary relief, alleging violations of the Securities and Exchange Act of 1934, common law fraud, and breach of fiduciary duty. The second amended complaint alleges four counts. The gravamen of plaintiffs' complaint is that defendants issued a false and misleading proxy statement which contained material...
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