" If the board didn't do its duty and an agreement was not properly negotiated, it doesn't matter who later does or does not take issue with it." good morning jim, I suspect once again we will agree to disagree.

You're entirely welcome to disagree, but it's not me you're disagreeing with, it's the Delaware Chancery's interpretation of the law. They are generally considered to be the best corporate jurisprudence people in the world, for good reason.

The deal was written by the beneficiary, and his approval was the only one sought prior to its signature--see the comp committee quote. Then the relevant facts weren't given to the shareholders before they were asked to vote on it. Smells like three day old fish, but then, one could hardly call any of that out of character.

The only surprising thing is that he got called on it. Normally all the US courts and regulators give him the "rich guy", "famous guy", and/or "genius guy" get-out-of-jail-free card whenever he breaks the law.

Jim