McKesson HBOC, Inc. v. New York State Common Retirement Fund, Inc.
Court of Appeals for the Ninth Circuit
1Opinion of the Court
OPINION
McKEOWN, Circuit Judge.
This case involves a novel securities fraud claim brought under state law. Essentially, McKesson HBOC is suing its own shareholders for unjust enrichment arising from a merger between McKesson and HBO & Company (“HBOC”). McKes-son claims that, the former HBOC shareholders are the beneficiaries of a windfall triggered by alleged accounting improprieties by HBOC. The shareholders, according to McKesson, exchanged artificially inflated shares of HBOC for fully-valued McKesson shares in the merger transaction. McKesson now wants to recover the excess value from the…
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