Hunsaker

MEMORANDUM *

Plaintiffs appeal the district court’s order under Rule 12(b)(6) dismissing their claims with prejudice. We affirm.

I

Pacific Lumber Corporation 1 was a Maine corporation that was targeted for a leveraged buyout by Charles Hurwitz, Maxxam, Inc., and related entities in 1985. Plaintiffs in this case contend that the purchasers used an illegal “stock parking” scheme to prevent Pacific Lumber Maine’s *828 Board of Directors (“the Board”) from fighting the buyout attempt, and to avoid anti-takeover provisions in the company’s Articles of Incorporation. The Board rejected an initial tender offer and adopted amendments to the company retirement plan requiring the pension plan surplus to vest immediately in its employees and retirees in the event of an “unapproved change in control.” But soon afterwards, the Board agreed to a merger after Maxxam offered a higher price per share. Plaintiffs allege that the Board’s consent was invalid because of the purchasers’ illegal tactics, and because of a conflict of interest on the part of one of the Board’s financial advisors. Plaintiffs contend that under the pre-takeover amendments to the pension plan, they are entitled to recover…