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Fiduciary Duties of Directors in the Sale
The Role of Special Committees in Change
Fiduciary Duties of Directors in the Proxy
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accredited investors acquired acquisition adjusted issue price allocated amount annual meeting apply assets bankruptcy basis bidder business judgment rule Buyer cash Chapter 11 claims Code CODI Commission common stock company's consent Corp corporation Court found Court held creditors debt instrument debt securities debtor decision Delaware Delaware Supreme Court directors disclosure election employee equity ESOP Exchange Act exchange offer exemption fiduciary duty filing income insider trading interest investment investors involved issuance issuer leveraged buyout liability limited merger agreement negotiations NOLs obligor old debenture old debt ownership change plaintiffs poison pill Polaroid preferred stock proposed proxy contest purchase purpose pursuant reasonable recapitalization registration Regulation reorganization restructuring Revlon Rights Plan Schedule 13D Section 382 security holders shareholders shares solicitation special committee stockholders Supr takeover target tender offer threat tion transaction Unocal vote