COX, Circuit Judge:
Marc L. Davidson, Julia Davidson Truilo, Robert Truilo (the "Davidson Directors"), and the Pension Benefit Guaranty Corporation ("PBGC") appeal following the district court's order to distribute all of News-Journal Corporation's ("News-Journal") assets to Cox Enterprises, Inc. ("Cox"), a long-time shareholder of the closely-held News-Journal. Cox sued News-Journal in response to perceived abuses by News-Journal's directors in the handling of corporate...
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