Case: 12-51012 Document: 00512337887 Page: 1 Date Filed: 08/12/2013
IN THE UNITED STATES COURT OF APPEALS
FOR THE FIFTH CIRCUIT United States Court of Appeals
Fifth Circuit
FILED
August 12, 2013
No. 12-51012
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 R. 47.5, the court has determined that this opinion should not
be published and is not precedent except under the limited circumstances set forth in 5TH CIR.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 fidu-
ciary duty and related claims arising from a merger. The district court dis-
missed, 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