Hidalgo

BACKGROUND

Plaintiff is a shareholder of Cryobanks International, Inc. (Cryobanks), a private, for-profit Delaware corporation with approximately 150 shareholders. Cryobanks is no longer an operating company. Kazi was the chairman of the Cryobanks board of directors and owns KFI and KMVI. KFI is a California corporation. KMVI is a U.S. Virgin Islands company and a majority shareholder of Cryobanks. Plaintiff filed his original complaint in this action on December 1, 2010, a first amended complaint on March 1, 2011, and a corrected first amended complaint on March 2, 2011. In these complaints, plaintiff asserted 11 causes of action for alleged wrongdoing arising out of his purchase of one million shares of Cryobanks common stock for $1.24 million. Defendants filed demurrers and motions to strike the corrected first amended complaint on various grounds, including expiration of the statute of limitations and failure to state a claim. The trial court sustained the demurrers with leave to amend. Plaintiff filed a second amended complaint on July 27, 2011. After defendants again filed demurrers and motions to strike, the parties stipulated to allow plaintiff to file a third amended…