Joyce v. Morgan Stanley & Co., Inc.

WOOD, Circuit Judge.

Edward T. Joyce and his fellow plaintiffs were shareholders and option holders in 21st Century Telecom Group, Inc. (“21st Century”). (We refer to them here as the Shareholders.) This ease is one of many that arose when the telecommunications industry fell upon hard times around the end of the 1990s. 21st Century and a company called RCN Corporation entered into a merger agreement on December 12, 1999, under which RCN was to acquire all of 21st Century’s common shares. Defendant Morgan Stanley & Co., Inc. (“Morgan Stanley”) advised 21st Century in connection with the deal.…