Kirschner Brothers Oil, Inc. v. Natomas Co.

Opinion

SCOTT, J.

Plaintiffs, all holders of Natomas Company (Natomas) preferred stock, filed similar actions against Natomas, one of its directors, and Diamond Shamrock Corporation. Plaintiffs sought to enjoin a proposed merger, as well as damages for breach of fiduciary duty. After a preliminary injunction was denied, the merger or reorganization was effected. According to its terms, each share of Natomas preferred was exchanged for a share of the preferred stock of another corporation, New Diamond. Subsequently summary judgment was entered in favor of defendants. Plaintiffs, now all former…