Memorandum Opinion and Order

This is a shareholder challenge to a two-step acquisition in which a third-party corporation has agreed to commence a tender offer for a majority of the target corporation’s stock, followed by a back-end merger into a subsidiary of the acquirer.  Pending are various motions filed by the parties.  For the reasons that follow, the Court GRANTS in part and DENIES in part the defendants’ Motion to Proceed in One Jurisdiction, Dismiss or Stay Litigation in the Other Jurisdiction, and Organize Counsel for the Putative Class.  [Doc. 5]