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Dissolution by Rightful Election
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action agent agreement alleged amended Appeals assets Atex bank board of directors breach business judgment business judgment rule by-laws Caremark certificate of incorporation claim close corporation conduct contract Corp corporate opportunity Corporation Law corporation's Court of Chancery creditors cumulative voting decision defendants Del.Ch Del.Supr Delaware disclose disclosure dissolution district court dividend elect entity equity F.Supp fact fair fiduciary duty fraud funds holders insider insider trading interest investment issue Kodak lease majority material meeting ment merger minority shareholders NOTE officers operations option owner ownership parties partner payment plaintiff principal Pritzker profits proposal provides proxy purchase purpose question reasonable rule RUPA S.Ct Sea-Land Section sell shareholders shares statement statute Statutory Supplement subsidiary summary judgment supra theory third person tion trading Trans Union transaction trial court ultra vires UNIFORM PARTNERSHIP ACT Valhi violation voting