In Re Cornerstone Propane Partners, Lp SEC.

MEMORANDUM & ORDER

Plaintiffs, a consolidated class led by Gilbert H. Lamphere, brought this action against defendants Cornerstone Propane Partners L.P. (“Cornerstone”) and several of its top executives and directors (“individual- defendants”), alleging that defendants violated sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The action against Cornerstone has been stayed pending bankruptcy proceedings. The class consists of purchasers of CornerStone common units during the period July 29, 1998 through and including February Í1, 2003 (the “class period”). Now before the court is defendants William L. Woods' and Charles J. Kittrell’s second motion to dismiss for failure to state a claim. Having considered the arguments of the parties and for the reasons set forth below, the court enters the following memorandum and order.

BACKGROUND

On February 8, 2005, this court granted individual defendants’ motion to' dismiss plaintiffs’ Corrected, Consolidated Class Action Complaint without prejudice. In re Cornerstone Propane Partners L.P. Sec. Litig., 355 F.Supp.2d 1069 (N.D.Cal.2005) (Patel, J.). That order catalogued the factual allegations, corporate structure, and…