JACOBS, Vice Chancellor.
This Opinion decides the merits of two consolidated lawsuits: a statutory appraisal (Civil Action No. 10229) and an individual action claiming breach of fiduciary duties by the board of directors of Tad's Enterprises, Inc. ("Tad's") (Civil Action No. 11977). On May 4, 1988, Tad's sold its restaurant business to the Riese organization (the "Asset Sale"). On May 5, 1988, the following day, Tad's effected a "cash-out" going-private merger into...
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