MEMORANDUM AND ORDER
MORAN, District Judge.
Plaintiff Peter Holstein filed this action against UAL Corporation ("UAL") and the individual members of UAL's board of directors after UAL adopted a Preferred Share Purchase Rights Plan (the "Rights Plan"). The complaint consists of four counts. In count I Holstein alleges that UAL's adoption of the Rights Plan violated federal securities laws relating to tender offers. Counts II, III and IV are pendent state...
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