Proctor

*1263 Opinion

In this appeal, a certified class of former minority shareholders of Siliconix, Inc., represented by Rebecca Proctor, seeks review of a judgment dismissing their action against defendants Vishay Intertechnology, Inc. (Vishay); individuals and entities associated with Vishay; Siliconix; and Vishay’s auditor, Ernst & Young, LLP (E &Y). Plaintiffs’ lawsuit, which arose from a tender offer and merger effected by Vishay, eventually culminated in two causes of action: a shareholders’ derivative claim and a class action claim for quasi-appraisal. The superior court sustained defendants’ demurrers to plaintiffs’ fourth amended complaint without leave to amend, based on a prior adjudication of related claims in a Delaware court. Plaintiffs challenge the superior court’s ruling, contending that the Delaware court’s judgment is not entitled to full faith and credit because the Delaware court wrongly foreclosed litigation on their quasi-appraisal claim in California. Because we agree with the superior court’s application of collateral estoppel to the Delaware court’s adjudication of the issues, we must affirm the judgment dismissing the action.

Background

Vishay was a…