OPINION
LAMB, Vice Chancellor.
I. INTRODUCTION
This action arises out of the sale of substantially all of the assets of defendant Wilmington Materials, Inc. ("WMI") to Delaware Aggregates, Inc. ("DAI"), approved by the board of directors of WMI, by a vote of 5 to 3, on January 14, 1992 (the "Asset Sale" or the "January 14, 1992 transaction"). At the time of the Asset Sale, DAI was owned by three of the five WMI directors voting to approve the transaction...
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