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adoption agreement Alcatel alleged Amendment Amerco American General's Offer approval bidder Bikon Blasius board action board of directors breach of fiduciary Burg business judgment rule Celwave Chancery's claims close corporation coercive controlling shareholders Corp corporate opportunity corporation's court found court held Court of Chancery decision defendants defensive measures Del.Ch Del.Supr Delaware Supreme Court derivative suit disclosure duty of loyalty entire fairness fact fair price faith Family Group fiduciary duty forward-looking statement fraud full paragraph Geier Family Harris Independent Committee interest involved judicial scrutiny Kahn liability litigation Lynch board majority Milacron minority shareholders misappropriation theory Morgan Stanley Muellenberg and Passerini parties plaintiffs poison pill proposal proxy contest range of reasonableness Recapitalization Plan rejected remand Repurchase Program Revlon section 10(b shareholder ratification shareholder vote standard statute statutory stockholder vote Stroud tender offer threat tion Unitrin Board Unocal voting power