Zhao v. International Rectifier Corp.
Hui Zhao, on behalf of himself and other public stockholders of defendant International Rectifier Corporation (IRC), appeals judgment after the trial court sustained defendants' demurrer to plaintiffs' amended complaint in this consolidated class action. Plaintiffs alleged that defendants breached their fiduciary duty to IRC's stockholders by failing to accept a buyout offer of $23 per share for IRC. The trial court concluded that plaintiffs' claims were derivative, rather than direct and were barred by judicial estoppel.
We conclude that while plaintiffs' claims are properly derivative claims, their claims are not barred by judicial estoppel, and plaintiffs should be permitted to amend their complaint to state a derivative claim.
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