American Int definition
American Int l Underwriters, 843 F.2d at 1258 (emphasis added). In this case, issuance of a stay does not prevent duplicative litigation. Because the Federal Action and the State Action arise from distinct events and present different legal issues, resolution of the State Action would not dispose of any of the claims raised in the Federal Action. As discussed above, Emeritus's State Complaint claims only that ARV and its directors, aided and abetted by Prometheus, breached their fiduciary duties to ARV's shareholders when they took certain steps following Emeritus's merger proposal. The tender offer, which occurred after Emeritus filed the State Action, and the proxy solicitation are irrelevant to the state court's consideration. However the state court evaluates the propriety of ARV's actions in responding to Emeritus's proposal and decides who should cast votes at the shareholders meeting, the state court's determination would not resolve (1) whether Emeritus has fully disclosed the effects its acts will have on ARV or (2) whether Emeritus would violate its fiduciary duties or California's unfair competition statute by electing its slate of directors without waiving the conditions to its tender offer.