In a securities fraud action for misleading plaintiffs in connection with the sale of a closely held corporation to a publicly traded acquirer, the dismissal of the complaint is reversed where the non-applicability of the "Delaware carve-out" in the Securities Litigation Uniform Standards Act is a prerequisite to the district court's removal jurisdiction.
Argued and Submitted November 21, 2008
Filed August 7, 2009
Opinion by Judge Ikuta
Phillip Borowski, San Francisco, CA