Merino Vinas v. Merino-Calenti

STAHL, Circuit Judge.

Plaintiffs-appellants, shareholders in a closely-held and largely family-dominated Puerto Rico corporation, brought this claim against certain directors of the corporation, challenging the legality of a proposed amendment to the corporation’s articles of incorporation. The amendment abrogated the corporation’s right to redeem preferred shares at par value, and plaintiffs argued that the amendment violated federal securities law and Puerto Rico corporations law. The district court, finding no violation of either federal or Puerto Rico law, granted summary judgment in favor…