OPINION
LASTER, Vice Chancellor.
Plaintiff Hamilton Partners, L.P. owns approximately 4% of the common stock of nominal defendant New York Health Care, Inc. ("NYHC"), a de-listed New York corporation. Nominal defendant The Bio Balance Corp. ("Bio Balance"), a Delaware corporation, is a wholly owned subsidiary of NYHC. Three of the individual defendants —Murry Englard, Howard Berg and Yoram Hacohen (the "Director Defendants")—serve as...
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