action against defendants, this argument is misguided. Generally, a counterclaim may not be asserted in a shareholders’ de d corporation comprised of three major stockholders. Therefore, Livingston and Winn would not be precluded from bringing a counterclaim in state court, and this Court has full confidence that all the issues can be adjudicated in the state action. Accordingly, the Court agrees with defendants that this federal action is a parallel proceeding to the state action. 2. Exceptional Circumstances This Court must next decide whether “exceptional circumstances” exist to warrant abstention. The Supreme Court has articulated four factors for consideration in Colorado River: (1) whether a state or federal court has assumed jurisdiction over a res; .2d 210, 213 (7th Cir.1988) (<HOLDING>). The Ninth Circuit has also added that another
recognizing doctrine recognizing that the colorado river doctrine is necessary to ensure judicial economy and deter abusive reactive litigation holding that the district court could not stay erisa and 1934 act claims under colorado river recognizing that the supreme court has referred to the policy of avoiding piecemeal litigation as by far the most important colorado river factor holding that colorado river abstention test is inapplicable where the declaratory judgment act is involved