Singhania

This is an action for damages brought by plaintiffs Alok Singhania, Vidya Damle, Robert Adams, Amitabh Shah, and Rajesh Swamy (plaintiffs), former minority shareholders and former employees of Soft Plus, Inc., a California corporation (Soft Plus) that was merged with First Acquisition Co., Inc., a Delaware corporation and a wholly owned subsidiary of U.S. Interactive, Inc. (USI), a publicly traded Delaware corporation. The essence of their allegations is that, in the course of the corporate merger, defendants Mohan Uttarwar, Vijay Uttarwar, and Vinay Deshpande (defendants), the former controlling shareholders and officers and directors of Soft Plus, breached their fiduciary duty to plaintiffs. The breaches essentially involved misrepresenting the procedures for exercise of the statutory right of shareholders to demand cash for their shares of Soft Plus common stock (collectively 722,916 shares) if they opposed the merger (see Corp. Code, § 1300 et seq.) and failing to disclose upon request or concealing information bear ing on plaintiffs’ decision whether to dissent to the merger, including information related to the value of plaintiffs’ Soft Plus shares and defendants’…