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Compartment IT2, LP, et al v. Fir Tree, Inc., et al

Docket 18-15753, U.S. Court of Appeals, Ninth Circuit (Apr. 27, 2018)
Stockholders Suits (Appeals)
Case Type4160 Stockholders Suits
Tags4160 Stockholders Suit, 4160 Stockholders Suit
Plaintiff - Appellant, COMPARTMENT IT2, LP
Plaintiff - Appellant, COMPARTMENT IT5, LP
Plaintiff - Appellant, COMPARTMENT IT9, LP
...
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No. 70 FILED MEMORANDUM DISPOSITION (A. WALLACE TASHIMA, SUSAN P. GRABER and JOHN B. OWENS) AFFIRMED

Document Compartment IT2, LP, et al v. Fir Tree, Inc., et al, 18-15753, No. 70 (9th Cir. Jul. 23, 2019)
The IT Funds appeal from the Rule 12(b)(6) dismissal of their Nevada-law stockholder claims against the former majority shareholder—Fir Tree, Inc.—and individual directors of CIG Wireless, Inc. (CIGW).
The IT Funds contend that the district court erred because their complaint stated two direct stockholder claims alleging unlawful equity expropriation and challenging the validity of CIGW’s cash-out merger.
The IT Funds failed to allege that CIGW issued excessive shares of its stock to Fir Tree in exchange for lower-valued assets.
The IT Funds pled only that Fir Tree obtained additional grants of preferred stock without providing further financing to CIGW.
The IT Funds’ complaint acknowledged that these grants of shares were made in lieu of cash dividends and triggered by Fir Tree’s contractual anti-dilution protections.
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