OPINION
STRINE, Vice Chancellor.
In this action, a class of shareholder plaintiffs attacks the decision of the Gaylord Container Corporation board of directors to adopt a series of defensive measures in July of 1995. These defensive measures included: a shareholder rights plan; the elimination of stockholders' right to act by written consent; bylaws requiring stockholders to submit nominations for directorships in the period sixty to ninety days in advance...
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