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CEDE & CO. v. TECHNICOLOR, INC.

No. 477, 1995.

684 A.2d 289 (1996)

CEDE & CO. and Cinerama, Inc., Petitioners Below, Appellants, v. TECHNICOLOR, INC., Respondent Below, Appellee.

Supreme Court of Delaware.

Decided: October 21, 1996.

Attorney(s) appearing for the Case

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

Rodman Ward, Jr., Thomas J. Allingham, II (argued), and R. Michael Lindsey of Skadden, Arps, Slate, Meagher & Flom, Wilmington, for appellee.

Before WALSH and HOLLAND, JJ., and HORSEY, Justice, Retired.

HOLLAND, Justice:

This appeal is from a final judgment of the Court of Chancery in an appraisal action. The proceeding arises from a cash-out merger of the minority shareholders of Technicolor Incorporated ("Technicolor"), a Delaware corporation. With the approval from a majority of Technicolor's shareholders, MacAndrews & Forbes Group Incorporated ("MAF") merged its wholly-owned subsidiary, Macanfor Corporation ("Macanfor...

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