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acquired acquisition action agreement amendment amount appraisal articles of incorporation assets Author board of directors bonds business judgment rule capital capital surplus Casebook cash Chris-Craft Industries claim common stock company's contract convertible convertible bonds convertible debenture Corp corporation's Court creditors debentures debt decision defendants Delaware determined disclosure dissenting distribution dividend earnings effect entitled equity fair fiduciary duty filed firm holders indenture interest investment investors issue issuer judgment liability majority market price market value ment merger minority stockholders number of shares outstanding paid parties payment Penn Central percent plaintiffs preferred stock proposed provisions proxy purchase purpose ratio reason received reorganization repurchase rule S.Ct Schedule 13D securities sell shareholders statement statute stock split stockholders substantial surplus takeover target corporation tender offer tion trading transaction Trust valuation violation vote Williams Act