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PERSHING SQUARE v. CERIDIAN CORPORATION

Civil Action No. 2780-CC.

923 A.2d 810 (2007)

PERSHING SQUARE, L.P., Pershing Square II, L.P. and Pershing Square International, Ltd., Plaintiffs, v. CERIDIAN CORPORATION, a Delaware corporation, Defendant.

Court of Chancery of Delaware, New Castle County.

Decided: May 11, 2007.

Attorney(s) appearing for the Case

Raymond J. DiCamillo and Seth Barrett Tillman, of Richards, Layton & Finger, P.A., Wilmington, DE; Brian T. Frawley and Wendy P. Harper, of Sullivan & Cromwell, LLP, New York City, of counsel, for Plaintiffs.

David C. McBride, Rolin P. Bissell, Christian Douglas Wright, Sara Beth Reyburn, and Tammy L. Mercer, of Young Conaway Stargatt & Taylor, LLP, Wilmington, DE; Marc Wolinsky, Stephen R. DiPrima, Andrew A. Schwartz, and Garrett B. Moritz, of Wachtell, Lipton, Rosen & Katz, New York City, of counsel, for Defendant.

OPINION

CHANDLER, Chancellor.

This is an action demanding access to books and records under 8 Del. C. § 220. Plaintiffs-stockholders Pershing Square, L.P., Pershing Square II, L.P., and Pershing Square International, Ltd. (collectively "Pershing Square") seek access to two letters written by senior executives of Ceridian Corporation to its board of directors.1 Pershing Square's purported reason for reviewing...

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