WALLER, Justice, for the Court:
¶ 1. Emhart Industries, Inc. ("Emhart") is a Connecticut corporation authorized to do business in the State of Mississippi. On July 19, 1989, the Emhart Board of Directors declared a dividend of $1,000,000,000 to be paid to its sole share-holder and parent, Emhart Corporation. In a written consent, Emhart's directors declared that the dividend would be paid out of Emhart's retained earnings and capital surplus. The Emhart directors...
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