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accounting acquiror acquisition addition adopted alleged amendments annual approval assets beneficial owners board of directors brokers business judgment rule cash channel stuffing claims clients Commission Commission's company's compensation complaint compliance conduct controlling stockholder corporate governance Court of Chancery decision defendants Delaware Court Delaware Supreme Court disclose disclosure disgorgement election Enron Exchange Act executive federal securities laws fees fiduciary duties filed firms fraud fund shares fund's Halliburton hedge funds independent directors interest investment adviser investment company issuer issues late trading Litigation Release majority merger agreement million mutual fund NASD negotiated nominating NYSE officer Omnicare Parmalat plaintiffs policies and procedures portfolio proposed rules proved reserves pursuant registered investment Regulation regulatory reporting revenue Revlon rights plan Sarbanes-Oxley Act SEC's Section seller Shareholder Communications special committee target tender offer transaction Unocal violations voting wholesaler