Joe and Dorothy Dorsett Brown, et al v. Frazier He, No. 12-51012 (5th Cir. 2013)

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Case: 12-51012 Document: 00512337887 Page: 1 Date Filed: 08/12/2013 IN THE UNITED STATES COURT OF APPEALS United States Court of Appeals FOR THE FIFTH CIRCUIT Fifth Circuit FILED No. 12-51012 August 12, 2013 Lyle W. Cayce Clerk JOE W. AND DOROTHY DORSETT BROWN FOUNDATION; CHAMBERS MEDICAL FOUNDATION, Plaintiffs Appellants, versus FRAZIER HEALTHCARE V, L.P.; FRAZIER HEALTHCARE III, L.P.; FRAZIER AFFILIATES III, L.P.; TREVOR MOODY; ALAN FRAZIER; STEVEN TALLMAN; GUY MAYER; NATHAN EVERY; JEFFERY NUGENT, Defendants Appellees. Appeal from the United States District Court for the Western District of Texas No. 1:11-CV-807 Before SMITH, GARZA, and SOUTHWICK, Circuit Judges. PER CURIAM:* * Pursuant to 5TH CIR. R. 47.5, the court has determined that this opinion should not be published and is not precedent except under the limited circumstances set forth in 5TH CIR. R. 47.5.4. Case: 12-51012 Document: 00512337887 Page: 2 Date Filed: 08/12/2013 No. 12-51012 The plaintiffs, who were former shareholders, sued, alleging breach of fiduciary duty and related claims arising from a merger. The district court dismissed, correctly concluding that the claims were derivative and not direct under Delaware law. The court explained its ruling in a thorough and impressive twelve-page order entered August 27, 2012. We have reviewed the briefs, the applicable law, and pertinent portions of the record and have heard the arguments of counsel. The judgment of dismissal is AFFIRMED, essentially for the reasons carefully set forth by the district court. 2