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MATADOR CAPITAL MANAGEMENT v. BRC HOLDINGS

C.A. No. 16758.

729 A.2d 280 (1998)

MATADOR CAPITAL MANAGEMENT CORPORATION, Everglades Partners, L.P., Everglades Offshore Fund, Ltd., Contrarian Opportunities Fund, L.P., Plaintiffs, v. BRC HOLDINGS, INC., ACS Acquisition Corporation, Affiliated Computer Services, Inc., Paul T. Stoffel, L.D. Brinkman, Robert E. Masterson, and David H. Monnich, Defendants.

Court of Chancery of Delaware, New Castle County.

Decided: November 25, 1998.

Attorney(s) appearing for the Case

William D. Johnston, Bruce L. Silverstein (argued), Christian Douglas Wright, of Young, Conaway, Stargatt & Taylor, Wilmington; Leon P. Gold (argued), Scott A. Eggers, of Proskauer Rose, New York City, of counsel, for Plaintiffs.

Ronald A. Brown, Jr. (argued), of Prickett, Jones, Elliott, Kristol & Schnee, Wilmington; Retta A. Miller, of Jackson Walker L.L.P., Dallas, Texas, of counsel, for Individual Defendants and BRC.

A. Gilchrist Sparks, III (argued), Alan J. Stone, Christopher Carlton, of Morris, Nichols, Arsht & Tunnell, Wilmington, for Defendants ACS and Affiliated Computer.

OPINION

LAMB, Vice Chancellor.

I. INTRODUCTION

Plaintiffs Matador Capital Management Corporation, Everglades Partners, L.P., Everglades Offshore Fund, Ltd., and Contrarian Opportunities Fund, L.P. (collectively, "Plaintiffs"), filed this action seeking to enjoin the performance of the Agreement and Plan of Merger ("Agreement"), dated October 20, 1998, between defendants Affiliated Computer Services, Inc. and ACS Acquisition Corporation (collectively...

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