IN THE UNITED STATES COURT OF APPEALS

FOR THE FIFTH CIRCUIT

No. 13-30652

THEODORE BRENNAN; BRIDGET BRENNAN TYRRELL,

Plaintiffs - Appellants

v.

OWEN E. BRENNAN, JR., also known as Pip Brennan; BLAKE W. 

BRENNAN; BERT CLARK BRENNAN,

Defendants - Appellees

Appeal from the United States District Court

for the Eastern District of Louisiana

USDC No. 2:13-CV-2491

Before JOLLY, JONES, and BARKSDALE, Circuit Judges.

PER CURIAM:*

For this diversity action, the primary issue on appeal is whether the 

settlement agreement between Brennan’s, Inc., and Appellee Owen E. 

Brennan, Jr., (Owen Brennan) was a credit sale of stock, transferring 

ownership of the stock to the corporation, or a stock redemption, allowing him

to retain shareholder status until the stock was fully redeemed. Plaintiffs 

Theodore Brennan and his daughter Bridget Brennan Tyrrell appeal a 17 May 

* 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.

United States Court of Appeals

Fifth Circuit

FILED

December 12, 2013

Lyle W. Cayce

Clerk

 

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2013 order which, inter alia, required Brennan’s, Inc., to recognize Owen 

Brennan as a shareholder and allowed him to vote his full amount of shares. 

Theodore Brennan and Tyrrell also appeal the 7 June 2013 order which, inter 

alia, set a special shareholders’ meeting for 10 June 2013. For the primary 

issue, Appellants contend: the settlement agreement between Owen Brennan

and Brennan’s, Inc., was a credit sale of stock rather than a unilateral 

redemption; and, as a result, the district court erred in ruling Owen Brennan

was a shareholder with the right to vote. We agree. Accordingly, the courtordered shareholders’ meeting was conducted improperly and is invalid.

Therefore, the 17 May 2013 order, including that Owen Brennan is a 

shareholder, and the 7 June 2013 order are VACATED. 

I.

This action involves a dispute between members of the Brennan family 

over ownership and management of Brennan’s, Inc., a Louisiana corporation 

which formerly owned and operated Brennan’s Restaurant in New Orleans. 

Appellants are residents of Louisiana; Appellees Owen Brennan and his sons, 

Blake W. and Bert Clark Brennan, are residents of Mississippi.

By the late-1980s, the corporation was owned by three brothers: James, 

Owen, and Theodore Brennan. Each owned 196 shares of Brennan’s, Inc., and 

served as an officer and director. Owen Brennan was responsible for the dayto-day operation of Brennan’s Restaurant. In 1995, his sons, Blake and Clark

Brennan, took over management of the restaurant. 

Following Hurricane Katrina in 2005, Blake and Clark Brennan started 

a restaurant in Mississippi. As a result, the corporation sued them for, inter 

alia, trademark infringement. Brennan’s, Inc. v. Brennan, 289 F. App’x 706 

(5th Cir. 2008), cert. denied, 556 U.S. 1127 (2009). And, in late 2006, James 

and Theodore Brennan voted to remove Owen Brennan as an officer and 

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director of the corporation. Tyrrell replaced him in those capacities. In 

February 2010, she was issued one share of stock as compensation for services 

rendered. 

James Brennan died in July 2010. Accordingly, pursuant to a 1983 

stock-redemption agreement, the corporation entered into an agreement with 

the Succession of James Brennan to redeem his stock through a promissory 

note. Between Owen Brennan’s removal in 2006 and James Brennan’s death

in 2010, Owen Brennan instituted a number of actions against Brennan’s, Inc., 

including seeking to have the corporation declared insolvent. 

In December 2010, Owen Brennan and the corporation entered into the 

settlement agreement: Owen Brennan agreed to sell his stock in the 

corporation and dismiss all claims against it, Theodore Brennan, Tyrrell, and

the Succession of James Brennan; the corporation agreed to forgive Owen 

Brennan’s loan account and to pay, inter alia, $2 million with interest, through 

$20,000 monthly installments, and a subsequent $1 million without interest, 

at the same monthly rate. As security for all payments provided by the 

agreement, Owen Brennan received, inter alia: personal guarantees from 

Theodore Brennan and Tyrrell; and a security interest in his 196 shares of 

stock, to the extent of any outstanding payments (the security interest in the 

stock was also dependent on deficiency of the primary and secondary 

guarantees). 

Around October 2011, the corporation defaulted on the settlement 

agreement. In September 2012, Owen Brennan filed a state-court action to 

enforce the agreement and accelerate all payments due. See Brennan v. 

Brennan’s, Inc., Civ. Dist. Ct. No. 12-9217 (Parish of Orleans, Louisiana). 

On 8 April 2013, claiming shareholder status, Owen Brennan served the 

corporation with a written request for a special meeting to remove Theodore 

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Brennan and Tyrrell and elect new directors. The next day, he sent to the 

other shareholders notice of the special shareholders’ meeting to be held on 26 

April. Theodore Brennan and Tyrrell objected in writing. 

At the special meeting, Owen Brennan voted his 196 shares, as well as 

the 196 shares of James Brennan’s succession, by proxy, in favor of a resolution 

to: remove Theodore Brennan and Tyrrell as officers and directors; and replace

them with Owen, Blake, and Clark Brennan. Voting under protest, Theodore 

Brennan and Tyrrell voted against the resolution. After the meeting, the 

parties agreed to co-manage Brennan’s Restaurant until the dispute could be 

resolved through litigation. 

On 29 April, Theodore Brennan and Tyrrell, with the corporation, filed 

this action in state court against Owen, Blake, and Clark Brennan, seeking 

injunctive and declaratory relief. Appellees removed this action to federal

court, based on diversity jurisdiction. Subsequently, they filed a counterclaim 

seeking, inter alia, Brennan’s, Inc., being required to recognize Owen Brennan

as a shareholder. 

Prior to a hearing set for 13 May 2013, Appellees moved to consolidate 

this action with Colbert v. Brennan, No. 12-2442 (E.D. La.), which concerned 

third-party-creditor claims against Owen Brennan and the Succession of 

James Brennan. After denying the motion for consolidation, the district court 

ordered the parties to remove references to issues involving the determination 

of the rights of the succession, a non-party in this action. The parties also 

agreed to remove allegations regarding Tyrrell’s status as a shareholder. And, 

at the hearing, the parties agreed Brennan’s, Inc., forgave loans of at least 

$330,000 and had paid no less than $400,000 pursuant to the settlement 

agreement.

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Following the 13 May hearing, the district court: denied Appellants’

request for injunctive relief; declared the 26 April shareholders’ meeting was 

invalid for lack of notice, Blake and Clark Brennan were not shareholders, and 

none of the Appellees were officers or directors; and granted Owen Brennan’s

request that the corporation recognize him as a shareholder. See Brennan v. 

Brennan, No. 13-2491, 2013 WL 2138736 (E.D. La. 17 May 2013). 

Appellees moved for reconsideration, requesting a court-ordered 

shareholders’ meeting. On 7 June, the court ruled in both Colbert v. Brennan, 

addressing certain succession-related issues, and this action, addressing 

Appellees’ motion for reconsideration. In the former, the court ordered, inter 

alia, Brennan’s, Inc., to recognize the succession’s right to vote 196 shares. In 

the latter, the court ordered a special shareholders’ meeting to be held on 10 

June 2013, pursuant to Owen Brennan’s 8 April 2013 written request. 

Brennan v. Brennan, No. 13-2491, Amended Judgment (E.D. La. 7 June 2013). 

II.

Although Brennan’s, Inc., was a plaintiff/counter-defendant in district 

court, it is not a party on appeal. Following the 17 May and 7 June orders, 

Brennan’s, Inc., timely filed a notice of appeal on 10 June. That same day, the 

court-ordered shareholders’ meeting took place, resulting in Appellants’

removal as officers and directors of the corporation. With Appellees thereafter

running the corporation, it failed to comply with Fifth Circuit Rule 42.3 

(dismissal for failure to prosecute). Therefore, on 16 July, the corporation’s 

appeal was dismissed. When an appeal is dismissed, even an interested party 

is not a party to the appeal. E.g., Sheets v. United States, 14 F.3d 53, at *1 n.2 

(5th Cir. 1994) (unpublished) (noting former lead plaintiff failed to comply with 

rules for notice of appeal and was “not a proper party on appeal”); Natural Gas 

Pipeline Co. of Am. v. Energy Gathering, Inc., 99 F.3d 1134, at *3 (5th Cir. 

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1996) (unpublished) (holding defendant whose appeal was dismissed for want 

of prosecution could not take advantage of reversal of original judgment as to 

co-defendant because dismissed defendant was not a party to that appeal).

The district court’s conclusions of law are reviewed de novo; its findings 

of fact, for clear error. E.g., Mid-Continent Cas. Co. v. Davis, 683 F.3d 651, 654 

(5th Cir. 2012). Regarding the 17 May order, Theodore Brennan and Tyrrell

contend the district court erred both in concluding that the settlement 

agreement is a stock redemption, within the meaning of Revised Statute 

12:75A of the Louisiana Business Corporation Law, and in holding, as a result,

that Owen Brennan had the right to vote as a shareholder of Brennan’s, Inc. 

(Theodore Brennan and Tyrrell contest also the court’s related ruling allowing 

Owen Brennan to vote all 196 shares in his possession, as opposed to a reduced 

number of shares following pro rata release. Because the settlement agreement was a final credit sale of stock, we need not reach this issue.) Appellants 

also challenge the district court’s 7 June order setting a special shareholders’

meeting, discussing the succession’s right to vote at that meeting, and noting 

a dispute regarding Tyrrell’s shareholder status. 

A.

In this diversity action, the Louisiana Business Corporation Law

controls. See La. R.S. 12. Under Louisiana law, “[t]he determination of 

whether a contract is clear or ambiguous is a question of law”. Sims v. 

Mulhearn Funeral Home, Inc., 956 So. 2d 583, 590 (La. 2007) (citations

omitted). Further, “when a contract can be construed from the four corners of 

the instrument without looking to extrinsic evidence, the question of 

contractual interpretation is answered as a matter of law”. Id. (citations 

omitted); see also New Orleans Jazz & Heritage Foun., Inc. v. Kirksey, 40 So. 

3d 394, 401 (La. App. 4th Cir. 2006) (an unambiguous contract “is interpreted 

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as a matter of law”) (citation omitted). A contract’s unambiguous terms will be 

enforced without further interpretation of the parties’ intent. La. Civ. Code 

art. 2046.

If, however, “the contract is ambiguous, the agreement shall be 

construed according to the intent of the parties, which is to be inferred from all 

of the surrounding circumstances”. Kirksey, 40 So. 3d at 401; Fleet Intermodal 

Servs., LLC v. St. Bernard Port, Harbor & Terminal Dist., 60 So. 3d 85, 89 (La. 

App. 4th Cir. 2011) (“[U]se of extrinsic evidence is proper only where a contract 

is ambiguous”.) (citation and internal quotation marks omitted). Therefore, to 

the extent the district court’s factual findings regarding the parties’ intent 

must be reviewed, review will be for clear error.

The above-referenced § 75A establishes a general rule that each 

shareholder of record may vote his shares, as well as an exception, which 

precludes voting redeemable shares that have been redeemed. See La. R.S. 

12:75A. Under § 75A, if shares have not been redeemed, the owner may vote 

them. If they have been redeemed, the holder may still vote the shares until 

“a sum sufficient to redeem such shares” has been paid. Id.

As the district court noted, Louisiana law provides that “the person . . .

in whose name a stock certificate stands . . . and who has possession of said 

certificate, shall be regarded as the legal owner”. La. R.S. 12:601; see also 

Schexnayder v. Yolande Schexnayder & Son, Inc., 119 So. 3d 624, 628-29 (La. 

App. 5th Cir. 2013). Owen Brennan possessed the stock certificates, which, 

following the settlement agreement, were never requested to be returned to 

Brennan’s, Inc. His possession creates a presumption of ownership. As the 

district court noted, Appellants attempt to rebut that presumption only by 

contending the settlement agreement is a credit sale, not a redemption.

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Louisiana law also states: “Ownership is transferred between the

parties as soon as there is agreement on the thing and the price is fixed, even 

though the thing sold is not yet delivered nor the price paid”. La. Civ. Code 

art. 2456. Further, “a sale exists as between the parties when there is 

agreement as to object and price”. Succession of Dunham, 408 So. 2d 888, 896 

(La. 1981) (stating stock sale complete even when seller retained possession of 

title and security interest); see also Hewitt v. Safeway Ins. Co. of La., 787 So. 

2d 1182, 1186 (La. App. 3rd Cir. 2001) (holding Louisiana does not allow 

conditional sale where vendor retains title until payment is complete). 

Therefore, if the settlement agreement was a credit sale of stock, Brennan’s, 

Inc., owned the shares (even if it did not possess them) and Owen Brennan’s 

stock became treasury shares, which are not entitled to voting rights. See La. 

R.S. 12:75G. On the other hand, if the agreement was a stock redemption, he

retained his status as a shareholder, including the right to vote his shares, 

until the corporation paid him in full.

Appellants contend “redemption” is a specific transaction, by which a 

corporation has the unilateral right to reacquire its shares, as distinct from a 

purchase pursuant to a bilateral agreement. Appellants equate a corporation’s 

redemption right to a call option, which provides the issuer with the unilateral 

right to purchase (or call) shares at a pre-set rate. 

The district court concluded, however, that the settlement agreement 

“was a stock redemption agreement within the meaning of Section 75A”. 

Brennan, 2013 WL 2138736, at *9. In doing so, it applied a broad definition of 

“redemption” as a general term referring to any purchase of corporation shares 

by that corporation from its shareholder. See id., at *10 n.73. 

The primary issue at hand is whether § 75A’s reference to “redemption 

of redeemable shares” has a specific, or a general, meaning. Here, pursuant to 

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the above-referenced 1983 redemption agreement, the corporation had both a 

right to redeem any shares prior to transfer by any shareholder, at the pre-set 

price of $10,556 per share, and an obligation to redeem such shares, at the 

same per-share price and in specific $18,000 monthly installments, upon the 

death of any shareholder. Both the restriction on transfer and the obligation 

to redeem were retroactively applied to all shares by agreement of all 

shareholders. See La. R.S. 12:59D. The parties do not dispute that Owen 

Brennan’s shares were redeemable shares under § 75A. The disagreement is 

whether the settlement agreement is a redemption of those shares.

Appellants acknowledge the modern trend to use redemption as a broad 

term for all stock acquisition, whether unilateral or bilateral. See, e.g., Kan. 

Heart Hosp., LLC v. Idbeis, 184 P.3d 866, 882 (Kan. 2008) (“Modern state 

corporation statutes governing stock repurchases no longer distinguish 

between redeemable shares and other types of shares.”). Louisiana, however, 

still distinguishes both redeemable shares and stock redemption. 

Louisiana law uses “purchase” and “redeem” as separate terms when 

discussing a corporation’s acquisition of its shares. As stated in Louisiana 

Revised Statute 12:55A, “[a] corporation shall not purchase or redeem its 

shares when it is insolvent . . . or at a price, in the case of shares subject to 

redemption, exceeding the redemption price thereof ”. (Emphasis added.) And, 

as stated in Louisiana Revised Statute 12:62B, a reserved surplus “shall not 

be available for . . . purchase or redemption of shares”. (Emphasis added.) If 

the district court is correct in its broad definition of redemption, those terms 

would be superfluous in these Louisiana Business Corporation Law provisions.

Although research did not reveal any Louisiana case law directly 

addressing the distinction between a credit sale of stock and a stock 

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redemption, both Appellants and Appellees cite affirmatively to the Louisiana 

Civil Law Treatise, which explains:

The statutory language [of § 55 of the Louisiana Business 

Corporation Law] reflects the generally accepted distinction 

between repurchase, which is often used as the broad generic 

description for any acquisition of [the corporation’s] own shares, 

and redemption, which more narrowly applies to the acquisition of 

shares pursuant to some right or obligation created as of the time 

of issuance of the shares.

LA. CIV. LAW TREATISE: BUSINESS ORGANIZATIONS § 27:02 (2012) (emphasis in 

original).

Cases applying Louisiana law also demonstrate a corporation’s ability to 

either repurchase its shares through a negotiated agreement or redeem its 

shares through a unilateral right. See, e.g., Jones v. Titan Realty Corp., No. 

94-1752, 1995 WL 311922 (E.D. La. 19 May 1995) (describing corporation’s 

attempt to negotiate purchase of shareholders’ shares and subsequent 

unilateral redemption at pre-set rate); Cantrell v. Pat O’Brien’s Bar, Inc., 705 

So. 2d 1205 (La. App. 4th Cir. 1998) (reviewing “credit sale [of shareholders’] 

remaining stock” pursuant to negotiated agreement); Collins v. Universal 

Parts Co., 260 So. 2d 702 (La. App. 4th Cir. 1972) (involving corporation’s 

obligation to redeem shares after the death of a shareholder at a pre-set rate). 

In some instances, Louisiana courts have conflated the terms; however, even 

in those cases, negotiated agreements are treated as final sale agreements. 

E.g., Sec. Ctr. Protection Servs., Inc. v. All-Pro Sec., Inc., 650 So. 2d 1206, 1212 

(La. App. 4th Cir. 1995) (referring to negotiated “contract for redemption of . . .

stock” but noting “ownership of the stock was transferred to [the corporation] 

at the time the contract was perfected”). Further, the comments to § 75A 

prohibit voting shares “called for redemption”, supporting the interpretation of 

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redemption as a unilateral right. La. R.S. § 12:75A (off. cmt.) (equating 

redemption to unilateral call option).

As discussed, in December 2010, Owen Brennan and the corporation 

entered into the settlement agreement in order to resolve litigation. To that 

end, he agreed to “sell to Brennan’s all of his stock in Brennan’s”, while the 

corporation agreed to pay $2 million with interest, “pursuant to the TERMS 

AND RATE set forth” in the 1983 stock-redemption agreement, through 

$20,000 monthly installments. In that redemption agreement, sections I 

(corporation’s right of first refusal when shareholder seeks to transfer his 

shares) and II (corporation’s obligation upon death of shareholder) include the 

same $10,556 price per share. The 196 shares sold at that price would provide 

a total contract price approximately $70,000 greater than $2 million. The 

monthly payment rate referenced in the settlement agreement, however, 

appears only in section II of the redemption agreement, addressing redemption 

of shares after the shareholder’s death. In any event, the 1983 stockredemption agreement does not provide for any payments above the pre-set 

price and payment rate in exchange for redeemed shares.

Moreover, under the settlement agreement, after payment of the $2 

million with interest, the corporation agreed to pay an additional $1 million

without interest as “further consideration for the stock sale”. The corporation 

agreed to maintain several life insurance policies and pay another $6,000 per 

month in lieu of purchasing additional coverage for Owen Brennan. The 

$6,000 monthly payment was also in “further consideration for the stock sale”. 

The corporation further agreed to forgive Owen Brennan’s loan account. The 

parties disagree about the purpose of the insurance payments and loan 

forgiveness. In any event, the settlement agreement provides value far greater 

than the pre-set price and rates provided by the redemption agreement. 

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In sum, the agreement is unambiguously a negotiated credit sale of 

stock. Brennan’s, Inc., did not have a unilateral right to redeem Owen 

Brennan’s stock; and, as discussed above, redemption is always a unilateral 

right or obligation to call shares, even without consent of the shareholder. 

Under Louisiana law, the credit sale was complete when Owen Brennan and 

the corporation finalized the settlement agreement. See Dunham, 408 So. 2d 

at 896. Although he retained possession of the shares, the terms of the 

settlement agreement rebut the presumption of ownership and demonstrate 

the corporation is the owner of his shares.

Appellees attempt to introduce ambiguity through two other terms of the 

settlement agreement. First, the corporation agreed that “the value of [Owen 

Brennan’s] stock will be maintained until all payments set forth herein are 

made” and warranted that any future stock issuance would be for fair market 

value. As noted, if the corporation purchased the shares, Owen Brennan’s 

shares are now treasury shares held by the corporation. See La. R.S. 12:1X 

(defining treasury shares). Under Louisiana law, “[t]reasury shares are not 

assets”. La. R.S. 12:1D (defining corporate assets). Appellees contend treasury 

shares are not assets because they have no value. See Fultz v. Anzac Oil Corp., 

240 F.2d 21, 22 n.5 (5th Cir. 1957) (noting treasury shares “cannot have in [sic] 

value in fact nor value for accounting purposes”). This provision does not 

create ambiguity. The second sentence in that provision clarifies that 

Brennan’s, Inc., may not issue additional shares for less than market value. 

Such issuance would dilute the value of the 196 shares, held by Owen Brennan 

as security. Because security for the settlement agreement includes a 

possibility of Owen Brennan’s returning to full ownership of the shares, this 

provision protects against dilution of his shares prior to full payment.

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Second, Appellees point to § 3(a) of the settlement agreement as 

providing a pro-rata “call option” that is inconsistent with a full transfer of 

ownership. Again, Appellees attempt to create ambiguity where there is none. 

As security, the settlement agreement provided to Owen Brennan: first, a 

personal guarantee from Theodore Brennan; second, personal guarantees by 

his three children (including Tyrrell); third, a security interest in Owen 

Brennan’s stock to the extent of outstanding payments; and fourth, a security 

interest in the corporation’s intellectual property. 

The pro-rata release is not a call provision placing the burden on the 

corporation to call shares in order to redeem them. Instead, the provision 

states: “[Owen Brennan] will release 3.5 shares of stock every quarter if all 

payments are timely made”. That provision has no bearing on stock ownership. 

Section 3(d) of the settlement agreement (tertiary security) further 

demonstrates that, although he retains possession, Owen Brennan holds the 

shares “as collateral” and is not the owner of them. Under that section of the 

agreement, his ownership status may be regained through court-ordered 

seizure of the shares and further legal action for recovery. (Indeed, in 

September 2012, prior to his 8 April 2013 written shareholders’-meeting 

request to the corporation, Owen Brennan instituted a state-court action to 

enforce the settlement agreement and accelerate all payments due. See 

Brennan v. Brennan’s, Inc., Civ. Dist. Ct. No. 12-9217 (Parish of Orleans, 

Louisiana). In that action, he refers to himself as a “creditor” seeking to enforce 

“a perfected security interest in [the corporation’s shares]”. See id., Opp’n to 

Mot. for Leave to Intervene (13 Dec. 2012). His representation in that action 

is accurate. Owen Brennan is a creditor of Brennan’s, Inc., with a security 

interest in the 196 shares he sold; and he retains possession of those shares as 

collateral.)

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Because the settlement agreement is unambiguous, it is not necessary 

to address the district court’s factual findings regarding the parties’ intent. 

And, because the settlement agreement is an unambiguous credit sale of stock, 

the district court erred in ordering the corporation to recognize Owen 

Brennan’s status as a shareholder. 

Obviously, because Owen Brennan was not a shareholder in April 2013, 

he did not have a right to request, notice, or participate in a shareholders’ 

meeting. Therefore, the court-ordered shareholders’ meeting on 10 June 2013 

was conducted improperly. None of the resolutions or elections voted on at that 

meeting is of any effect. As a result, Owen, Blake, and Clark Brennan were 

not validly elected to the positions of officer or director of the corporation, and

Theodore Brennan and Tyrrell were not validly removed from those positions. 

Accordingly, the corporation’s status and management prior to the 10 June 

shareholders’ meeting remain in effect.

B.

Appellants also contest the 7 June order granting a motion for 

reconsideration in order to set the special shareholders’ meeting. Because the 

court-ordered meeting was improper due to Owen Brennan’s participation, it

is not necessary to address whether the court-ordered shareholders’ meeting 

was scheduled in accordance with Louisiana law. Further, Theodore Brennan

and Tyrrell claim the district court erred in that 7 June order by both requiring 

the corporation to recognize the Succession of James Brennan’s right to vote 

and noting a potential issue regarding Tyrrell’s shareholder status. 

On the first point, the court held a consolidated hearing, ruling in both 

Colbert v. Brennan (No. 12-2442), and Brennan v. Brennan (No. 13-2491). It

identified the applicable action for each order. The ruling regarding the 

succession was for Colbert v. Brennan. The court required Brennan’s, Inc., not

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Theodore Brennan or Tyrrell, to recognize the succession’s right to vote. And, 

Appellants are not parties in Colbert v. Brennan.

Regarding the second point, the court’s commenting on Tyrrell’s

shareholder status, Appellants failed to request specific relief. Nonetheless, 

the district court did not err by discussing Tyrrell’s status. Although the issue 

was not before the court, the district court simply noted Tyrrell’s contested 

status as a shareholder. 

III.

For the foregoing reasons, the 17 May 2013 order, including that Owen 

E. Brennan, Jr., is a shareholder, and the 7 June 2013 order are VACATED. 

As discussed, the officers and directors in place prior to the improper 

shareholders’ meeting remain.

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