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Public Offerings of Securities and The Securities
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2d Cir acquired acquiror acquisition action agreement amended apply appropriate regulatory agency approved assets bank bidder Board broker or dealer business judgment rule cash clearing agency Commission common stock company's Corp corporation court held deemed Delaware Delaware Supreme Court directors disclosure effect employees equity securities ESOP Exchange Act exempt Federal Federal Reserve System filed flip-in greenmail insider trading investment adviser investment company issued issuer liability merger municipal securities dealer national securities exchange necessary or appropriate outstanding paragraph plaintiff poison pill preferred stock prior proposed protection of investors provisions proxy public interest purchase purposes pursuant reasonable registration statement repurchase respect restructuring Revlon rights plan rules and regulations Schedule 13D Section Securities Act self-regulatory organization shareholders shares solicitation statute stockholders subsection Supp takeover target tender offer thereof tion transaction underwriter Unocal violation voting