Borghetti v. System & Computer Tech, Inc.

DURRANT, Associate Chief Justice:

INTRODUCTION

T1 System & Computer Technology, Inc. ("S & C Tech.") merged with Campus Pipeline, Inc. ("Campus Pipeline") when S & C Tech. purchased Campus Pipeline for an amount less than Campus Pipeline's preferred shareholders' liquidation preference. Campus Pipeline's common shareholders received nothing in the merger, and their shares were cancelled. William Borghetti, one of Campus Pipeline's common shareholders, and other common shareholders (collec tively, "Borghetti") sued S & C Tech. and others, alleging fraud, breach of fiduciary duty, and unjust…