Midcore and NCT, with NCT being the surviving corporation. It subsequently filed for bankruptcy.

Shareholders of the twocompanies sued, claiming that the officers and directors did not pay them as much for their shares as they should have when the merger occurred. They claimed that they were creditors of the companies who had been cheated by the officers and directors, who had breached their fiduciary duties to them, breach of fiducuary duty. The officers and diredctors moved to dismiss the complaint on grounds that they lowed no fiduciary duty to creditors of the corporations.

How do you think the court ruled and why?