This is an action by a shareholder suing the corporate and individual defendants for alleged negligence in failing to take steps which the plaintiff alleges were necessary in the exercise of reasonable care in the course of the refunding of certain corporate indebtedness. There is little, if any, dispute between the parties as to the rules of law applicable. The appellant makes the point that the court’s conclusion did not properly apply the law to the facts before it. This matter was thoroughly considered by Judge Kalodner in the District Court and every important phase of the matter was discussed in his opinion. 1945, 61 F. Supp. 905. We agree with that opinion and affirm his judgment for the reasons stated by him.