     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 R. 47.5, the court has determined that this opinion should not
be published and is not precedent except under the limited circumstances set forth in 5TH CIR.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.




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