Pvi, Inc., and William G. Skelly v. Ratiopharm Gmbh, a German Corporation

MORRIS SHEPPARD ARNOLD, Circuit Judge.

PVI, Inc., and William Skelly (collectively, PVI) were minority stockholders in Martec, Inc., a pharmaceutical company. In 1995, PVI exercised an option that required ratiopharm, Martec’s majority stockholder, to purchase PVI’s interest in Martec. Although an independent appraiser determined a price at the request of the parties, PVI refused to turn over the stock certificates and sued ratiopharm, claiming, among other things, that ratiop-harm had breached the stockholders’ agreement as well as a fiduciary duty to PVI; ratiopharm counterclaimed,…