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PARFI HOLDING AB v. MIRROR IMAGE INTERNET

C.A. No. 18507.

842 A.2d 1245 (2004)

PARFI HOLDING AB, Gunnar Gillberg, Plenteous Corp, and Grandsen, Ltd., Plaintiffs, v. MIRROR IMAGE INTERNET, INC., Xcelera.com, Inc., Alexander M. Vik, Gustav Vik and Hans Magnus Faherson, Defendants.

Court of Chancery of Delaware, New Castle County.

Decided: February 12, 2004.

Attorney(s) appearing for the Case

Melanie K. Sharp, Young Conaway Stargatt & Taylor, LLP, Wilmington; Robert G. Eisler, Daniel P. Chiplock, and Elizabeth S. Watson, Lieff, Cabraser, Heimann & Bernstein, LLP, New York City; M. Frederick Pritzker, James W. Soll, and Stephanie Taverna Siden, Brown Rudnik Berlack Isreals, LLP, Boston, MA, for Plaintiffs.

Jesse A. Finkelstein, and Thad J. Bracegirdle, Richards Layton & Finger, Wilmington; Peter J. MacDonald, Robin L. Alperstein, and Deborah Kovsky-Apap, Hale and Dorr, New York City, for Defendants.

OPINION

STRINE, Vice Chancellor.

This case involves a challenge by stockholders of Mirror Image Internet, Inc. ("Mirror Image") to a series of transactions (hereafter defined as the "Challenged Transactions") that, taken together, enabled defendant Xcelera.com, Inc. ("Xcelera") - which became Mirror Image's controlling stockholder following execution of an "Underwriting Agreement" in 1999 - to secure for itself a large super-majority of the company's stock...

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