OPINION
ALLEN, Chancellor.
On March 28, 1990 Stanley Stahl, who is the holder of 30% of the outstanding common stock of Apple Bancorp, Inc. ("Bancorp"), announced a public tender offer for all of the remaining shares of Bancorp's stock. Mr. Stahl had earlier informed Bancorp's board of an intention to conduct a proxy contest for the election of directors to the company's board. On April 10 Bancorp's board of directors elected to defer the company's annual...
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