Lee v. Verimatrix Inc

I.

BACKGROUND

This is a declaratory-judgment action arising out of a stock-ownership dispute. Plaintiffs James Pyung Lee and Hee Sook Nam allege that Defendant Cooper, the former Chief Executive - 1 - Officer of Defendant Verimatrix, Inc., agreed with Plaintiffs to transfer stock shares to Plaintiffs. Doc. 9, Pls.’ First Am. Compl., ¶¶ 14–15. According to Plaintiffs, they each provided consideration to receive 220,000 shares in Defendant Verimatrix. Id. ¶¶ 17–18. On or about March 12, 2003,

Plaintiffs allege, Defendant Cooper transferred 220,000 stock shares to each Plaintiff. Id. Thereafter, a Director of Defendant Verimatrix delivered the endorsed shares to Plaintiffs in Dallas County, Texas. Id. ¶ 15. In December 2018, Plaintiffs discovered that Defendant Inside Secure was seeking to acquire shares of Defendant Verimatrix. Doc. 28, App. Supp. Pls.’ Combined Resp., Exs. 1–2, ¶ 6. Now, Plaintiffs contend, Defendant Inside Secure’s acquisition of Defendant Verimatrix is purportedly complete, but neither Plaintiff has sold his or her shares. Id. ¶ 7.1 Confusingly, Plaintiffs omit any

facts indicating whether they were consulted regarding this acquisition or whether Defendants…