Rubke

Rubke v. Capitol Bancorp Ltd.

Good Law

460 F. Supp. 2d 1124·2006 WL 3065590·2006 U.S. Dist. LEXIS 95404

United States District Court, Northern District of CaliforniaOctober 27, 2006C 05-4800 PJHCalifornia12,870 words

Opinion

Hamilton, J.

ORDER GRANTING DEFENDANT’S MOTION TO DISMISS PLAINTIFFS’ FIRST AMENDED COMPLAINT

Defendants Joseph Reid and Capitol Bancorp Ltd.’s (“Capitol”) motion to dismiss plaintiffs’ first amended complaint (“1AC”) pursuant to Federal Rule of Civil Procedure (“FRCP”) 12(b)(6) came on for hearing before this court on October 11, 2006. Having read the parties’ papers and carefully considered their arguments and the relevant legal authorities, the court GRANTS Capitol’s motion to dismiss.

BACKGROUND

A. Procedural Background

This is a proposed class action alleging violations of the federal securities laws. The proposed plaintiff class consists of minority shareholders of Napa Community Bank (“NCB”) who sold their shares to Capitol pursuant to a tender offer.

On June 16, 2006, the court granted Capitol’s prior motion to dismiss claims 1-5 of the original complaint with leave to amend. It dismissed state law claims 6-8 with prejudice. On July 31, 2006, plaintiffs filed their 1AC, which asserts six claims, including violations of the Securities Act of 1933, 15 U.S.C. § 77a et seq., violations of the Securities Exchange Act of 1934 and rules promulgated under that act, 15 U.S.C. § 78a et seq.…

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