Herring

MEMORANDUM **

Robert Herring, Sr., Robert Herring, Jr., and Charles Herring (“Plaintiffs”) filed suit in state court against Teradyne, Inc., and two of its officers, Stuart Osattin and Richard Schneider (collectively, “Teradyne”), alleging state law securities fraud, breach of contract, and negligent and fraudulent misrepresentation. After the ease was removed to federal district court, the district court dismissed Plaintiffs’ securities fraud claims pursuant to Fed. R.Crv.P. 12(b)(6) and granted summary judgment in favor of Teradyne on the breach of contract claims. 1 Plaintiffs now appeal both district court rulings. We affirm in part and reverse in part.

*471 Plaintiffs’ claims arose out of a stock-for-stock merger in which Teradyne purchased two of Plaintiffs’ companies in exchange for Teradyne stock. The securities fraud claims were premised on various alleged misrepresentations and omissions by Osattin and Schneider during the merger negotiations. The breach of contract claims alleged that this same conduct breached provisions in the merger agreements executed for both of Plaintiffs’ companies.

The district court dismissed the securities fraud claims because it found the…