Id.; Tr. 337-42 (Medhat). See generally Rosser v. New Valley Corp., 2000 WL 1206677, at *3-4 (Del. Ch. Aug. 15, 2000) (discussing shareholder ratification of allegedly conflicted transactions). Even if the transactions were reviewed for entire fairness, I am satisfied the Banoubs carried that burden.
In her complaint, the Plaintiff identified six other shortcomings in the Proxy Statement. Claims based on those allegations were dismissed under Court of Chancery Rule 12(b)(6). See Rosser v. New Valley Corp., 2000 WL 1206677 (Del.Ch. Aug. 15, 2000) [hereinafter " Rosser I"].I. PARTIES