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Plaintiff-appellant Pinnacle Consultants, Ltd. ("Pinnacle") appeals from a judgment entered in the United States District Court for the Southern District of New York (Sotomayor, J.) dismissing its complaint for failure to state a claim and for lack of subject matter jurisdiction. In its complaint, Pinnacle alleged violations of § 14(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), 15 U.S.C. § 78n(a), and the Racketeer Influenced and Corrupt Organizations Act ("RICO"), 18 U.S.C. § 1962(b)-(d), and also asserted state common law claims for corporate waste, conversion, breach of fiduciary duty, and fraud. In an Opinion and Order entered November 16, 1995, the district court granted defendants-appellees' motion to dismiss the complaint with respect to Pinnacle's federal law claims and certain state law claims.

The district court found that Pinnacle's § 14(a) claim was barred by the statute of limitations, that Pinnacle had failed to plead the predicate acts necessary to support its RICO claim, and that there was no basis for the state law claims of fraud and conversion. The district court reserved judgment on defendants-appellees' motion to dismiss Pinnacle's remaining state law claims until further discovery had taken place concerning Pinnacle's principal place of business. Following the additional discovery, the district court found that Pinnacle's principal place of business was New York and therefore that there was no diversity jurisdiction over the remaining claims. On December 18, 1995, judgment was entered dismissing Pinnacle's complaint in its entirety.

For the reasons that follow, we affirm the judgment of the district court.


101 F.3d 900 (1996)

PINNACLE CONSULTANTS, LTD., in its own behalf and on behalf of shareholders of Leucadia National Corporation, Plaintiff-Appellant,


LEUCADIA NATIONAL CORPORATION; Ian M. Cumming; Joseph S. Steinberg; Paul M. Dougan; Lawrence D. Glaubinger; Melvin L. Hirsch; James E. Jordan, Jr.; John W. Jordan, II and Jesse Clyde Nichols, III, individually and as Officers and Directors of Leucadia National Corporation, Defendants-Appellees.

No. 163, Docket 96-7089.

United States Court of Appeals, Second Circuit.

Argued September 9, 1996.

Decided December 10, 1996.

New York Law School location: File #2480, Box #136