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NEWMAN v. WARREN

Civil Action No. 15008.

684 A.2d 1239 (1996)

Tammy NEWMAN, Plaintiff, v. Russell F. WARREN, Russell F. Warren, Jr., Patrick J. Wack, Jr., Ronnie P. Barnes, William E. Lipner, Robert B. Milligan, Jr., John Sculley, Stephen F. Wiggins, Professional Sports Care Management, Inc. and Healthsouth Corporation, Defendants.

Court of Chancery of Delaware, New Castle County.

Decided: August 19, 1996.

Revised: August 21, 1996.

Attorney(s) appearing for the Case

Joseph A. Rosenthal, and John G. Day, of Rosenthal, Monhait, Gross & Goddess, Wilmington; Stanley D. Bernstein, of Bernstein, Liebhard & Lifshitz, New York City, of counsel, for Plaintiff.

Alan J. Stone, and William M. Lafferty, of Morris, Nichols, Arsht & Tunnell, Wilmington; George Wailand, and David L. Barres, of Cahill Gordon & Reindel, New York City, of counsel, for Defendants Russell F. Warren, Russell F. Warren, Jr., Patrick J. Wack, Jr., Ronnie P. Barnes, William E. Lipner, Robert B. Milligan, Jr., John Sculley, Stephen F. Wiggins and Professional Sports Care Management, Inc.

Rodman Ward, Jr., Anthony W. Clark, and Paul J. Lockwood, of Skadden, Arps, Slate, Meagher & Flom, Wilmington, for HEALTHSOUTH Corporation.

ALLEN, Chancellor.

The core substantive issue presented on this application for a temporary restraining order concerns the question whether the fiduciary duty of candor, which corporate directors owe to shareholders when the board recommends shareholder action, requires disclosure of the substance of board deliberations in connection with adopting the board resolution making such a recommendation. The question comes up in the context of a board recommendation to the...

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