Friedman v. Mohasco Corp.

JON 0. NEWMAN, Circuit Judge:

The named plaintiffs, representing shareholder classes, appeal from the July 16, 1990, judgment of the District Court for the Southern District of New York (Richard Owen, Judge) dismissing for failure to state a claim their suit alleging fraud and breach of fiduciary duties. The essence of the claim is that the defendants fraudulently promised that debentures to be issued to complete a merger would trade at a stated price. Since the documents in which the allegedly false claims were made, quoted in the complaint, plainly state that the price was only the opinion…