OPINION
JACOBS, Vice Chancellor.
Under challenge in this action is an internal leveraged recapitalization (the "Recapitalization Plan" or "Plan") of Samsonite Corporation, a Delaware corporation ("Samsonite" or the "Company"), which occurred in June 1998. The Recapitalization Plan took the form of a cash self-tender offer by Samsonite to acquire 51% of its common stock at $40 per share. It was not in response to a hostile tender offer, nor was it...
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