Hunsaker v. Hurwitz

MEMORANDUM *

Plaintiffs appeal the district court’s order under Rule 12(b)(6) dismissing their claims with prejudice. We affirm.

I

Pacific Lumber Corporation1 was a Maine corporation that was targeted for a leveraged buyout by Charles Hurwitz, Maxxam, Inc., and related entities in 1985. Plaintiffs in this case contend that the purchasers used an illegal “stock parking” scheme to prevent Pacific Lumber Maine’s *828Board of Directors (“the Board”) from fighting the buyout attempt, and to avoid anti-takeover provisions in the company’s Articles of Incorporation. The Board rejected an initial tender…