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CINERAMA, INC. v. TECHNICOLOR, INC.

Civ. A. No. 8358.

663 A.2d 1134 (1994)

CINERAMA, INC., a New York corporation, Plaintiff, v. TECHNICOLOR, INC., a Delaware corporation, Morton Kamerman, Arthur N. Ryan, Fred R. Sullivan, Guy M. Bjorkman, George Lewis, Richard M. Blanco, Jonathan T. Isham, Macandrews & Forbes Group, Incorporated, a Delaware corporation, Macanfor Corporation, a Delaware corporation, and Ronald O. Perelman, Defendants.

Court of Chancery of Delaware, New Castle County.

Date Decided: October 6, 1994.

Date Revised: October 12, 1994.

Attorney(s) appearing for the Case

Robert K. Payson, and Arthur L. Dent, Potter Anderson & Corroon, Wilmington (Gary J. Greenberg, New York City, of counsel), for plaintiff.

Rodman Ward, Jr., Thomas J. Allingham, II, John G. Day, and R. Michael Lindsey, Skadden, Arps, Slate, Meagher & Flom, Wilmington, Stephen E. Herrmann, Richards, Layton & Finger, Wilmington, for defendants.

OPINION

ALLEN, Chancellor.

This action against the corporate directors of Technicolor, Inc. ("Technicolor") and others arises from the negotiation and effectuation of a two step transaction through which a subsidiary of MacAndrews and Forbes Group, Inc. ("MAF"), a Delaware corporation, acquired all of the stock of Technicolor for $23 per share cash. As found in the earlier, lengthy trial of this case, the cash price paid in that transaction represented...

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