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action agent agreement Alcatel amended appeal assets authority bank board of directors Boston Garden business judgment business judgment rule by-laws certificate of incorporation close corporation conduct contest contract Corp corporate opportunity Corporation Law corporation's Court of Chancery creditors decision defendants Del.Ch Del.Supr Delaware determine dissolution dividend earnings election employees entitled executive fact fair fiduciary duty funds Gorkom holders interest investment investors issue judge limited liability limited partnership majority meeting ment merger minority shareholders minority stockholders obligations offer officers operation ownership partner payment plaintiff principal Pritchard & Baird Pritzker profits proposal provides publicly held corporation purchase purpose question reasonable Rodd rule RUPA S.Ct Sea-Land Section securities sell September 20 shareholders shares solicitation standard statute Statutory Supplement stockholders supra third party tion Trans Union transaction trial court ultra vires voting voting trust