JOHNSON, Circuit Judge: This appeal arises from the district court’s dismissal of a claim brought by Peat, Marwick, Mitchell and Co. (“Peat Marwick”) against E.S.M. Group, Inc. (“ESM”). ESM has been placed into receivership upon the request of the Securities and Exchange Commission (“SEC”). In its claim, Peat Marwick sought to have the district court set aside a Florida state co…
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