Stringer (P) and Schubert (P) are minority shareholders of Consumer Data Systems (CDS) (D). The directors of CDS transferred all their shares from CDS to a new corporation, Car Data. Each CDS shareholder would receive $0.002 per share, but Ps claim that their shares were worth at least $0.10 per share. The merger was approved over the objection of Ps. Ps demanded the $0.10 per share and CDS rejected this. Ps claimed that the majority shareholders of CDS breached their fiduciary duties to Ps by offering so low a price for P's shares. Ps demand a rescission of the merger or compensatory and punitive damages. Ps herein never alleged fraud or misleading statements against CDS.

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