Denney, J.†

This is an action to determine ownership of an interest in the capital stock of a corporation under circumstances requiring consideration of corporate morality and ethics in the conduct of the president, manager and director of a corporation in the sale of corporate assets.

The parties are Hayes Oyster Company, an Oregon corporation, hereinafter called Hayes Oyster; Coast Oyster Company, a Washington corporation, hereinafter called Coast; Keypoint Oyster Company, a Washington corporation, hereinafter called Keypoint; Joseph W. Engman, his wife, Edith M. Engman; Verne Hayes and Sam Hayes. Verne Hayes will be referred to as Hayes unless designated otherwise.

The action was commenced against Keypoint to require transfer of 50 per cent of its stock to Hayes Oyster. Keypoint *377disclaimed ownership of the stock and interpleaded other parties heretofore mentioned.

Hayes was one of the founders of Coast which, over the years, became a public corporation and acquired several large oyster property holdings, among which were oyster beds and facilities for harvesting oysters located at Allyn and Poulsbo, Washington. These properties will hereafter be referred to as Allyn and Poulsbo. Hayes was an officer and director of Coast from its incorporation and was president and manager and owner of 23 per cent of its stock in the year 1960, and a portion of 1961, during which time the events leading to this litigation occurred.

On October 21, 1958, Coast and Hayes entered into a full employment contract by which Hayes was to act as president and manager of Coast for a 10-year period and to refrain directly or indirectly from taking part in any business which would be in competition with the business of Coast, except Hayes Oyster.

Hayes Oyster was a family-owned corporation in which Sam Hayes owned about 75 per cent and Verne Hayes about 25 per cent of its stock.

In the spring of 1960, Coast owed substantial amounts to several creditors and it became apparent that the corporation must have cash if it was to continue in business. Several alternatives were considered by the directors of Coast, among them Hayes’ suggestion to sell Allyn and Poulsbo. In June, 1960, Hayes inquired of Engman, a. long-time employee of Coast and a man thoroughly familiar with the operation of the oyster properties, if Engman would be interested in purchasing Allyn and Poulsbo. Engman was interested but needed capital with which to commence operations. Engman then asked Hayes if he would “come in” with him. Hayes replied that his full-employment contract with Coast might forbid it, but he would consult Ward Kumm, hereinafter called Kumm, attorney for and longtime director of Coast.

Hayes testified that in July, 1960, he told Engman that he had consulted with Kumm and his brother Sam Hayes and that Hayes Oyster could aid Engman in securing the *378initial capital required by Engman. (Kumm denied that he ever talked to Hayes on the matter.) At this time, Eng-man told Hayes he would attempt to secure a loan from relatives.

On August 4, 1960, an informal meeting was held in Long Beach, California, attended by Hayes, Kumm, and representatives of Van Camp Seafoods Company, owner of 23 per cent of Coast stock, and Rupert Fish Company, a wholly owned subsidiary of British Columbia Packers, Ltd., owner of 38 per cent of such stock. Hayes’ plan to sell Allyn and Poulsbo was approved and a meeting of Coast’s board of directors was called. On August 11,1960, the board of directors of Coast approved the sale of Allyn and Poulsbo to Engman at a price of $250,000, nothing down, payment of $25,000 a year, interest at 5 per cent on unpaid bálance. Coast was thereby relieved of the expense incident to raising and harvesting oysters at Allyn and Poulsbo and was to receive instead at least $25,000 a year, thus improving Coast’s cash position. Hayes informed Engman of the action of the board of directors and put him in possession of Allyn and Poulsbo on August 16, 1960.

Engman instructed Kumm to draw the necessary documents to incorporate the new enterprise to be known as Keypoint Oyster Company, which was to enter into the contract with Coast for the purchase of Allyn and Poulsbo. Engman, his wife, and Sam Hayes were the incorporators, directors and officers of Keypoint. The initial paid-in capital was $500. Certificate No. 1 for 250 shares of stock was issued to Engman, certificate No. 2 for 249 shares to Eng-man’s wife, and certificate No. 3 for one qualifying share to Sam Hayes. Kumm forwarded the stock certificates to Engman, accompanied by a separate assignment in blank of certificate No. 2. Kumm also drew the contract of sale in accordance with instructions from Engman and Coast.

The incorporation of Keypoint was completed on October 1, 1960. Kumm believed that it was necessary, or at least prudent, to secure the approval of the shareholders of Coast to the contract for sale of such valuable properties. A shareholders’ meeting was held on October 21, 1960, at *379which time Kumm explained the contract. Hayes held proxies, which, with his own stock, authorized him to vote a majority of Coast stock. He did so in favor of a resolution authorizing Hayes to sign the proposed contract on behalf of Coast. Hayes signed as president of Coast; Engman signed as president of Keypoint.

Shortly thereafter, Engman delivered to Verne Hayes Keypoint certificate of stock No. 2, issued to Edith Engman, together with the separate assignment signed by her in which the name of the assignee was left blank. It is undisputed that the words “Hayes Oyster Company” as assignee were not typed in said assignment until July 5, 1962.

We must now retrace our steps to late August and early September, 1960. Engman decided against pursuing his intent to seek a loan from relatives for initial operating capital, and instead made an application to a Poulsbo bank for a loan of $15,000. Engman’s financial statement did not satisfy the bank as sufficient to justify such a large loan. Engman then solicited the aid of Hayes, who co-signed a note for $15,000, and the funds secured thereby provided sufficient capital for Engman to commence operations. This note was paid in full on March 13, 1961.

The trial court found that, on September 1, 1960, Hayes and Engman agreed that Hayes Oyster would acquire 50 per cent interest in Keypoint in consideration of Hayes cosigning the note. Hayes did not sign the note as an officer of Hayes Oyster, nor did he reveal to the bank that Hayes Oyster had any interest in the transaction. The trial court also concluded that Hayes’ signature on the note was adequate consideration for Engman’s promise to give Hayes Oyster a one-half interest in Keypoint. We accept this conclusion.

Hayes made no mention at the meeting in Long Beach on August 4,1960, or at the Coast directors’ meeting on August 11, 1960, that Hayes or Hayes Oyster might acquire some interest in Keypoint. Hayes made no disclosure to any officer, director, stockholder or employee of Coast at the shareholders’ meeting or at the time Hayes signed the contract for Coast on October 21, 1960, that Hayes or Hayes *380Oyster were to participate in or have a financial interest in Keypoint. Indeed, Coast acquired no knowledge of the Engman-Hayes deal until subsequent to the termination of Hayes’ administrative duties as president and general manager of Coast in May, 1961; and subsequent to the time Hayes sold his stock in Coast and the execution of an agreement on March 7, 1962, between Hayes and Coast, by which Hayes’ rights and obligations under the 1958 full-employment contract were settled.

On June 23,1962, Verne and Sam Hayes made demand on Engman for transfer on Keypoint’s books to Hayes Oyster of Mrs. Engman’s 249 shares.1 Engman did not comply but made full disclosure to Kumm of his agreement with Hayes to give Hayes or Hayes Oyster a one-half interest in Key-point and that such had been done. Soon thereafter Eng-man made formal demand for return of the stock which had been delivered to Verne and Sam Hayes. Coast quickly followed with a formal demand on Verne and Sam Hayes for the Keypoint stock in their possession and return of any benefits received by Hayes from the Engman-Hayes agreement. This case was commenced shortly thereafter.

After a lengthy trial, the trial court acquitted Verne Hayes of any breach of duty to Coast, held the agreement between Engman and Hayes that Hayes Oyster should acquire one-half interest in Keypoint to be valid; held; that Engman had no just claim to the stock; and ordered Key-point to deliver the stock to Hayes Oyster, and transfer it on Keypoint’s books.2 Coast also failed in its effort in the trial court to secure judgment for $5,100 against Hayes for alleged secret profit or benefit secured by Hayes in connection with employment by Keypoint of T. R. Ito at $100 per month and payment to one Kuwahara, a resident of Japan, of $250 per month.

*381Coast, Keypoint and Engman appeal.

Coast does not seek a rescission of the contract with Key-point, nor does it question the adequacy of the consideration which Keypoint agreed to pay for the purchase of Allyn and Poulsbo, nor does Coast claim that it suffered any loss in the transaction. It does assert that Hayes, Coast’s president, manager and director, acquired a secret profit and personal advantage to himself in the acquisition of the Key-point stock by Hayes or Hayes Oyster in the side deal with Engman; and that such was in violation of his duty to Coast, and that, therefore, Hayes or Hayes Oyster should disgorge such secret profit to Coast.

Certain basic concepts have long been recognized by courts throughout the land on the status of corporate officers and directors. They occupy a fiduciary relation to a private corporation and the shareholders thereof akin to that of a trustee, and owe undivided loyalty, and a standard of behavior above that of the workaday world. 3 Fletcher, Cyclopedia of Corporations (1947 ed.) § 838, p. 173; 2 Thompson on Corporations (3d ed.) § 1320, p. 778; Leppaluoto v. Eggleston, 57 Wn. (2d) 393, 357 P. (2d) 725; Arneman v. Arneman, 43 Wn. (2d) 787, 264 P. (2d) 256, 45 A.L.R. (2d) 370; Kane v. Klos, 50 Wn. (2d) 778, 314 P. (2d) 672; Meinhard v. Salmon, 249 N. Y. 458, 164 N. E. 545, 62 A.L.R. 1.

This concept is confirmed by the enactment of RCW 23.01.360, which provides:

“Officers and directors shall be deemed to stand in a fiduciary relation to the corporation, and shall discharge the duties of their respective positions in good faith, and with that diligence, care and skill which ordinarily prudent men would exercise under similar circumstances in like positions.”

Directors and other officers of a private corporation cannot directly or indirectly acquire a profit for themselves or acquire any other personal advantage in dealings with others on behalf of the corporation. 3 Fletcher, Cyclopedia of Corporations (1947 ed.) § 884, p. 268; 13 Am. Jur. § 998, *382p. 950; Western States Life Ins. Co. v. Lockwood, 166 Cal. 185, 135 Pac. 496; Fleishhacker v. Blum, 109 F. (2d) 543.

Respondent is correct in his contention that this court has abolished the mechanical rule whereby any transaction involving corporate property in which a director has an interest is voidable at the option of the corporation. Such a contract cannot be voided if the director or officer can show that the transaction was fair to the corporation. However, nondisclosure by an interested director or officer is, in itself, unfair. This wholesome rule can be applied automatically without any of the unsatisfactory results which flowed from a rigid bar against any self-dealing. 1 Hornstein, Corporation Law and Practice § 439, p. 541; Corr v. Leisey, 138 So. (2d) 795 (Fla. 1962).

The trial court found that any negotiations between Hayes and Engman up to the time of the loan by the Poulsbo Bank on September 1, 1960, resulted in no binding agreement that Hayes would have any personal interest for himself or as a stockholder in Hayes Oyster in the sale of Allyn and Poulsbo. The undisputed evidence, however, shows that Hayes knew he might have some interest in the sale. It would have been appropriate for Hayes to have disclosed his possible interest at the informal meeting in Long Beach on August 4, 1960, and particularly at the meeting of Coast’s board of directors on August 11, 1960. It is not necessary, however, for us to decide this case on a consideration of Hayes’ obligation to Coast under the circumstances obtaining at that time.

Subsequent to the agreement with Engman, Hayes attended the meeting of Coast stockholders on October 21, I960, recommended the sale,, and voted a majority of the stock, including his own, in favor of the sale to Keypoint. On the same day, as president of Coast, he signed the contract which, among other things, required Keypoint to pay 10 monthly payments amounting to $25,000 per year, to pay interest on deferred balance at 5 per cent, to make payments on an option agreement which Coast had with one Smith, to plant sufficient seed to produce 45,000 gallons of oysters per year, inform Coast of plantings, furnish annual reports *383to Coast, operate the oysterlands in good workmanlike manner, keep improvements in repair, pay taxes, refrain directly or indirectly from engaging in growing, processing or marketing dehydrated oysters or oyster stew, give Coast first refusal on purchase of Keypoint oysters of 10,000 gallons per year or one-fourth of Keypoint’s production. Title was reserved in Coast until payment in full of the purchase price of $250,000 and was subject to forfeiture for failure to pay installments or to fulfill any of the conditions of the contract.

At this juncture, Hayes was required to divulge his interest in Keypoint. His obligation to do so arises from the possibility, even probability that some controversy might arise between Coast and Keypoint relative to the numerous provisions of the executory contract. Coast shareholders and directors had the right to know of Hayes’ interest in Keypoint in order to intelligently determine the advisability of retaining Hayes as president and manager under the circumstances, and to determine whether or not it was wise to enter into the contract at all, in view of Hayes’ conduct. In all fairness, they were entitled to know that their president and director might be placed in a position where he must choose between the interest of Coast and Keypoint in conducting Coast’s business with Keypoint.

Furthermore, after receipt of the Keypoint stock, Hayes instructed the treasurer of Coast to make a payment on the Smith lease-option agreement which Keypoint was required to pay under the provisions of the contract. This action by Hayes grew out of a promise which Hayes made to Engman during their negotiations before the sale to reduce the sale price because of mortality of oysters on Allyn and Poulsbo. There was a clear conflict of interest.

The cases relied upon by respondent are not opposed to the rule condemning secrecy when an officer or director of a corporation may profit in the sale of corporate assets. In Leppaluoto v. Eggleston, supra, Eggleston secretly chartered his own equipment to a corporation in which he had one-half interest, for $25,000, without the knowledge of the owner of the remaining stock. We held that Eggleston *384was not required to return the $25,000 to the corporation because there was no proof that the charter arrangement was unfair or unreasonable and no proof that Eggleston made any profit on the transaction and that, absent proof of loss to the corporation or profit to Eggleston, no recovery could be had. In the case before us, profit to Hayes or Hayes Oyster in acquiring 50 per cent of Keypoint stock is clear and undisputed.

It was found in Bay City Lbr. Co. v. Anderson, 8 Wn. (2d) 191, 111 P. (2d) 771, that a deal between a father, who was president and manager of a corporation, and his son for payment of a bonus to the son for securing purchasers for surplus wood was not secret. The father secured no profit and the bonus was legitimate compensation to the son who was not an officer of the corporation. However, the following statement is found in that case, p. 205:

“We admit that the rule contended for by respondent, that a corporate officer will be held to strict accountability for any individual profits made by him in dealing with assets of the corporation, is correct; but that rule, when applied to the facts in this case, does not justify the conclusion that appellants received any secret profits in this case.”

Central Bldg. Co. v. Keystone Shares Corp., 185 Wash. 645, 56 P. (2d) 697, involved a lease by Keystone Shares Corp. of space in a building owned by Central Building Co. at a time when one Hawley was a trustee of Central Building Co. and a prospective trustee of Keystone Shares Corp. There was no secrecy in negotiating the lease, no damage to Keystone Shares Corp. and no profit to Central Building Co. in renting space at the same rental which obtained before the lease.

The business opportunity cases upon which respondent relies, of which Johnston v. Greene, 35 Del. Ch. 479, 121 A. (2d) 919, is an example, are not in point. These cases involved the obligation of an officer or director to give the corporation an opportunity to take advantage of a business transaction of which such director or officer had knowledgé. The obligation of an officer or director of a corporation in such instance is far less rigid than in the case *385of personal interest of an officer or director in sale of corporate assets.

It is true that Hayes hypothecated his stock in Coast to one of Coast’s creditors in early August, 1960. Undoubtedly, this aided Coast in placating its creditors at that time and showed absence of an intent to defraud Coast. It is not necessary, however, that an officer or director of a corporation have an intent to defraud or that any injury result to the corporation for an officer or director to violate his fiduciary obligation in secretly acquiring an interest in corporate property.

In quoting from 13 Am. Jur. § 1002, p. 955, in the case of Lycette v. Green River Gorge, Inc., 21 Wn. (2d) 859, 153 P. (2d) 873, we said, p. 865:

“ Actual injury is not the principle upon which the law proceeds in condemning such contracts. Fidelity in the agent is what is aimed at, and as a means of securing it, the law will not permit the agent to place himself in a situation in which he may be tempted by his own private interest to disregard that of his principal. . . . ’”

Respondent asserts that action by Coast shareholders was not necessary to bind Coast to the sale because it had already been approved by Coast’s board of directors. Assuming this to be true, Hayes’ fiduciary status with Coast did not change. He could not place himself in an adverse position to Coast by acquiring an interest in the executory contract before the terms of said contract had been performed by Keypoint. Cook v. Berlin Woolen Mill Co., 43 Wis. 433; Farwell v. Pyle-Nat. Elec. Headlight Co., 289 Ill. 157, 124 N. E. 449, 10 A.L.R. 363.

The trial court found that Coast’s release of Hayes on March 7, 1962, was not binding on Coast because there was no disclosure of Hayes’ or Hayes Oyster’s interest in Keypoint. We agree. A corporation cannot ratify the breach of fiduciary duties unless full and complete disclosure of all facts and circumstances is.made by the fiduciary and an intentional relinquishment by the corporation of its rights. Kane v. Klos, 50 Wn. (2d) 778, 784, 314 P. (2d) *386672; Wool Growers Ser. Corp. v. Simcoe Sheep Co., 18 Wn. (2d) 655, 697, 140 P. (2d) 512.

Coast had the option to affirm the contract or seek rescission. It chose the former and can successfully invoke the principle that whatever a director or officer acquires by virtue of his fiduciary relation, except in open dealings with the company, belongs not to such director or officer, but to the company. Nothing less than this satisfies the law. 3 Fletcher, Cyclopedia of Corporations (1947 ed.) § 888, p. 289.

2 Thompson on Corporations (3d ed.) § 1339, p. 822, has this to say:

“ . . . The corporation may compel a director to account for all profits made by him in dealings with the corporation and this without disaffirming the contract under which the profits were made. . . . ”

This rule appears to have universal application and is recognized in this state. Leppaluoto v. Eggleston, supra; Kane v. Klos, supra.

The trial court’s finding that Hayes acted on behalf of Hayes Oyster in all of his negotiations with Engman subsequent to July, 1960, does not alter the situation. Sam Hayes knew that Verne Hayes was president and manager of Coast and owed complete devotion to the interests of Coast at the time Verne Hayes first approached him on the subject of sharing with Engman in the purchase of Allyn and Poulsbo. Sam Hayes knew and agreed that any interest of Verne Hayes or Hayes Oyster in Keypoint was to be kept secret and revealed to no one, including Coast. Sam Hayes authorized Verne Hayes to proceed with the deal on behalf of Hayes Oyster on this basis. Verne Hayes became the agent of Hayes Oyster in negotiating with Engman.

It is well settled that a corporation is chargeable with constructive notice of facts acquired by an agent while acting within the scope of his authority. Post v. Maryland Cas. Co., 2 Wn. (2d) 21, 97 P. (2d) 173. Verne Hayes was the moving spirit in the transaction with Engman. Hayes Oyster cannot claim immunity from Verne Hayes’ fiduciary breach to Coast.

*387Hayes Oyster gave no consideration for any interest in Keypoint. It did not even become liable on the Poulsbo Bank note. Every sound consideration of equity affects Hayes Oyster as well as Verne Hayes. Neither can profit by the dereliction of Verne Hayes. Collins v. Hoffman, 74 Wash. 264, 133 Pac. 450.

In Ryan v. Plath, 18 Wn. (2d) 839, 863, 140 P. (2d) 968, we said:

“In any event, the respondent corporation could not, in this instance, claim to be a bona fide purchaser of the property, for all of its officers and stockholders were fully conversant with the facts and circumstances which led to the purchase by the corporation, and therefore it must be held to have had knowledge of the breach of trust and have adopted the means by which the property was procured. Saar v. Weeks, 105 Wash. 628, 178 Pac. 819.”

At the time Engman went into possession of Allyn and Poulsbo, Hayes suggested that Engman pay $100 per month to T. R. Ito to act as a watchman for some of the oyster beds which lay in front of Hayes’ home. Hayes also suggested to Engman the payment of $250 per month to one Kuwa-hara for inspection of any oyster seed purchased in Japan. Engman complied with both requests. Coast now attacks these payments as a secret profit or benefit secured by Hayes.

This presents a factual issue which was resolved by the trial court in favor of Hayes. There is substantial evidence that T. R. Ito rendered some service to Keypoint in guarding a portion of Keypoint’s oyster beds. Coast failed to convince the trial court that Keypoint’s payment to Kuwahara in Japan was for the sole purpose of aiding Hayes in support of the family of his prospective bride. Substantial evidence supports the finding of the trial court on this issue. Coast must fail in its effort to recover a $5,100 judgment against Hayes.

Engman contends that the agreement between him and Hayes was without consideration, secured by undue influence, business compulsion and that the agreement was against public policy, void, and therefore the court should leave the parties where it finds them.

*388The Engman-Hayes agreement was not void, but voidable at the election of Coast.

Substantial evidence supports the trial court’s findings that Verne- Hayes did not use undue influence or business compulsion on Engman in securing one-half interest in Keypoint. Hayes gave valuable consideration for Engman’s promise to give Hayes or Hayes Oyster one-half interest in the new venture by pledging his credit in securing initial capital for the new business.

Engman’s version of the final agreement between him and Hayes was that immediately after Coast’s directors’ meeting, Hayes made a demand for one-half interest in Allyn and Poulsbo, that Engman employ Ito, enter into an agreement with Kuwahara and that the deal should be kept completely secret. He testified that Hayes Oyster was never mentioned as a party to the transaction. Engman is in no position to contend that his agreement with Hayes was against public policy and void. He was a party to it. Coast was not a party to any illegal contract and its equitable claim has been established.

It is generally held that the purchase of corporate property by an officer or director can be questioned only by persons possessing equitable rights. Engman can acquire no equitable right because of Hayes’ dereliction of duty to Coast. 19 C.J.S. § 778(a), p. 147.

The decree and judgment of the trial court denying Engman any right or interest in - the disputed stock is affirmed. The judgment denying Coast recovery on the Ito and Kuwahara phase of the case is affirmed. The decree ordering issuance of a new certificate of stock for 250 shares of Keypoint Oyster Company to Hayes Oyster Company is reversed with direction to order Keypoint Oyster Company to issue a new certificate for 250 shares of its .stock to Coast Oyster Company and cancel the certificates heretofore standing in the name of or assigned to Hayes Oyster Company.

*389Appellant Coast Oyster Company will recover costs against Verne Hayes, Sam Hayes and Hayes Oyster Company.

Weaver, Hunter, Hamilton, and Hale, JJ., concur.

July 21, 1964. Petition for rehearing denied.

NEUMAN, Justice.

This is a shareholders’ derivative suit brought by the minority shareholders of a closely held Iowa corporation specializing in barbeque sauce, Cookies Food Products, Inc. (Cookies). The target of the lawsuit is the majority shareholder, Duane “Speed” Herrig and two of his family-owned corporations, Lakes Warehouse Distributing, Inc. (Lakes) and Speed’s Automotive Co., Inc. (Speed’s). Plaintiffs alleged that Her-rig, by acquiring control of Cookies and executing self-dealing contracts, breached his fiduciary duty to the company and fraudulently misappropriated and converted corporate funds. Plaintiffs sought actual and punitive damages. Trial to the court resulted in a verdict for the defendants, the district court finding that Herrig’s actions benefited, rather than harmed, Cookies. We affirm.

I. Background.

[I] We review decisions in shareholders’ derivative suits de hovo, deferring especially to district court findings where the credibility of witnesses is a factor in the outcome. Midwest Management Corp. v. Stephens, 353 N.W.2d 76, 78 (Iowa 1984). To better understand this dispute, and the issues this appeal presents, we shall begin by recounting in detail the facts surrounding the creation and growth of this corporation.

L.D. Cook of Storm Lake, Iowa, founded Cookies in 1975 to produce and distribute his original barbeque sauce. Searching for a plant site in a community that would provide financial backing, Cook met with business leaders in seventeen Iowa communities, outlining his plans to build a growth-oriented company. He selected Wall Lake, Iowa, persuading thirty-five members of that community, including Herrig and the plaintiffs, to purchase Cookies stock. All of the investors hoped Cookies would improve the local job market and tax base. The record reveals that it has done just that.

Early sales of the product, however, were dismal. After the first year’s operation, Cookies was in dire financial straits. At that time, Herrig was one of thirty-five shareholders and held only two hundred shares. He was also the owner of an auto parts business, Speed’s Automotive, and Lakes Warehouse Distributing, Inc., a company that distributed auto parts from Speed’s. Cookies’ board of directors approached Herrig with the idea of distributing the company’s products. It authorized *449Herrig to purchase Cookies’ sauce for twenty percent under wholesale price, which he could then resell at full wholesale price. Under this arrangement, Herrig began to market and distribute the sauce to his auto parts customers and to grocery outlets from Lakes’ trucks as they traversed the regular delivery routes for Speed’s Automotive.

In May 1977, Cookies formalized this arrangement by executing an exclusive distribution agreement with Lakes. Pursuant to this agreement, Cookies was responsible only for preparing the product; Lakes, for its part, assumed all costs of warehousing, marketing, sales, delivery, promotion, and advertising. Cookies retained the right to fix the sales price of its products and agreed to pay Lakes thirty percent of its gross sales for these services.

Cookies’ sales have soared under the exclusive distributorship contract with Lakes. Gross sales in 1976, the year prior to the agreement, totaled only $20,000, less than half of Cookies’ expenses that year. In 1977, however, sales jumped five-fold, then doubled in 1978, and have continued to show phenomenal growth every year thereafter. By 1985, when this suit was commenced, annual sales reached $2,400,000.

As sales increased, Cookies’ board of directors amended and extended the original distributorship agreement. In 1979, the board amended the original agreement to give Lakes an additional two percent of gross sales to cover freight costs for the ever-expanding market for Cookies’ sauce. In 1980, the board extended the amended agreement through 1984 to allow Herrig to make long-term advertising commitments. Recognizing the role that Herrig’s personal strengths played in the success of their joint endeavor, the board also amended the agreement that year to allow Cookies to cancel the agreement with Lakes if Herrig died or disposed of the corporation’s stock.

In 1981, L.D. Cook, the majority shareholder up to this time, decided to sell his interest in Cookies. He first offered the directors an opportunity to buy his stock, but the board declined to purchase any of his 8100 shares. Herrig then offered Cook and all other shareholders $10 per share for their stock, which was twice the original price. Because of the overwhelming response to these offers, Herrig had purchased enough Cookies stock by January 1982 to become the majority shareholder. His investment of $140,000 represented fifty-three percent of the 28,700 outstanding shares. Other shareholders had invested a total of $67,500 for the remaining forty-seven percent.

Shortly after Herrig acquired majority control he replaced four of the five members of the Cookies' board with members he selected. This restructuring of authority, following on the heels of an unsuccessful attempt by certain stockholders to prevent Herrig from acquiring majority status, solidified a division of opinion within the shareholder ranks. Subsequent changes made in the corporation under Herrig’s leadership formed the basis for this lawsuit.

First, under Herrig’s leadership, Cookies’ board has extended the term of the exclusive distributorship agreement with Lakes and expanded the scope of services for which it compensates Herrig and his companies. In April 1982, when a sales increase of twenty-five percent over the previous year required Cookies to seek additional short-term storage for the peak summer season, the board accepted Herrig’s proposal to compensate Lakes at the “going rate” for use of its nearby storage facilities. The board decided to use Lakes’ storage facilities because building and staffing its own facilities would have been more expensive. Later, in July 1982, the new board approved an extension of the exclusive distributorship agreement. Notably, this agreement was identical to the 1980 extension that the former board had approved while four of the plaintiffs in this action were directors.

Second, Herrig moved from his role as director and distributor to take on an additional role in product development. This created a dispute over a royalty Herrig began to receive. Herrig’s role in product development began in 1982 when Cookies diversified its product line to include taco *450sauce. Herrig developed the recipe because he recognized that taco sauce, while requiring many of the same ingredients needed in barbeque sauce, is less expensive to produce. Further, since consumer demand for taco sauce is more consistent throughout the year than the demand for barbeque sauce, this new product line proved to be a profitable method for increasing year-round utilization of production facilities and staff. In August 1982, Cookies’ board approved a royalty fee to be paid to Herrig for this taco sauce recipe. This royalty plan was similar to royalties the board paid to L.D. Cook for the barbeque sauce recipe. That plan gives Cook three percent of the gross sales of barbeque sauce; Herrig receives a flat rate per case. Although Herrig’s rate is equivalent to a sales percentage slightly higher than what Cook receives, it yields greater profit to Cookies because this new product line is cheaper to produce.

Third, since 1982 Cookies’ board has twice approved additional compensation for Herrig. In January 1983, the board authorized payment of a $1000 per month “consultant fee” in lieu of salary, because accelerated sales required Herrig to spend extra time managing the company. Averaging eighty-hour work weeks, Herrig devoted approximately fifteen percent of his time to Cookies and eighty percent to Lakes business. In August, 1983, the board authorized another increase in Herrig’s compensation. Further, at the suggestion of a Cookies director who also served as an accountant for Cookies, Lakes, and Speed’s, the Cookies board amended the exclusive distributorship agreement to allow Lakes an additional two percent of gross sales as a promotion allowance to expand the market for Cookies products outside of Iowa. As a direct result of this action, by 1986 Cookies regularly shipped products to several states throughout the country.

As we have previously noted, however, Cookies’ growth and success has not pleased all its shareholders. The discontent is motivated by two factors that have effectively precluded shareholders from sharing in Cookies’ financial success: the fact that Cookies is a closely held corporation, and the fact that it has not paid dividends. Because Cookies’ stock is not publicly traded, shareholders have no ready access to buyers for their stock at current values that reflect the company’s success. Without dividends, the shareholders have no ready method of realizing a return on their investment in the company. This is not to say that Cookies has improperly refused to pay dividends. The evidence reveals that Cookies would have violated the terms of its loan with the Small Business Administration had it declared dividends before repaying that debt. That SBA loan was not repaid until the month before the plaintiffs filed this action.

Unsatisfied with the status quo, a group of minority shareholders commenced this equitable action in 1985. Based on the facts we have detailed, the plaintiffs claimed that the sums paid Herrig and his companies have grossly exceeded the value of the services rendered, thereby substantially reducing corporate profits and shareholder equity. Through the exclusive distributorship agreements, taco sauce royalty, warehousing fees, and consultant fee, plaintiffs claimed that Herrig breached his fiduciary duties to the corporation and its shareholders because he allegedly negotiated for these arrangements without fully disclosing the benefit he would gain. The plaintiffs sought recovery for lost profits, an accounting to determine the full extent of the damage, attorneys fees, punitive damages, appointment of a receiver to manage the company properly, removal of Herrig from control, and sale of the company in order to generate an appropriate return on their investment.

Having heard the evidence presented on these claims at trial, the district court filed a lengthy ruling that reflected careful attention to the testimony of the twenty-two witnesses and myriad of exhibits admitted. The court concluded that Herrig had breached no duties owed to Cookies or to its minority shareholders, and found that Herrig’s compensation was fair and reasonable for each of the four challenged categories of service. In summary, the court *451found that: (1) the exclusive distributorship arrangement has been the “key to corporate growth and expansion” and the fees under the agreement were appropriate for the diverse services Lakes provided; (2) the warehousing agreement was fair because it allowed Cookies to store its goods at the “going rate” and the board had considered and rejected the idea of constructing its own warehouse as storage at the Lakes facility would be less expensive; (3) the taco sauce royalty agreement appropriately compenstated Herrig for the value of his recipe; and (4) the consultant fee “is actually a management fee for services rendered seven days a week” and is “well within reason, considering the success of the business.” Additionally, the district court found that Herrig had withheld no information from directors or other shareholders that he was obligated to provide. The court concluded its findings with the following observation:

The Court believes that the plaintiffs’ complaint is not that they have been damaged but that they have not been paid a profit for their investment yet. There is a vast difference. Plaintiffs have made a profit. That profit is in the form of increased value of their stocks rather than in the form of dividends because of the capital considerations of operating the company.

On appeal from this ruling, the plaintiffs challenge: (1) the district court’s allocation of the burden of proof with regard to the four claims of self-dealing; (2) the standard employed by the court to determine whether Herrig’s self-dealing was fair and reasonable to Cookies; (3) the finding that any self-dealing by Herrig was done in good faith, and with honesty and fairness; (4) the finding that Herrig breached no duty to disclose crucial facts to Cookies’ board before it completed deliberations on Herrig’s self-dealing transactions; and (5) the district court’s denial of restitution and other equitable remedies as compensation for Herrig’s alleged breach of his duty of loyalty. After a brief review of the nature and source of Herrig's fiduciary duties, we will address the appellants’ challenges in turn.

II. Fiduciary Duties.

Herrig, as an officer and director of Cookies, owes a fiduciary duty to the company and its shareholders. See Iowa Code § 496A.34 (1985) (director must serve in manner believed in good faith to be in best interest of corporation); see also Schildberg Rock Prods. Co. v. Brooks, 258 Iowa 759, 766-67, 140 N.W.2d 132, 136 (1966) (officers and directors occupy fiduciary relation to corporation and its stockholders). Herrig concedes that Iowa law imposed the same fiduciary responsibilities based on his status as majority stockholder. See Des Moines Bank & Trust Co. v. George M. Bechtel & Co., 243 Iowa 1007, 1082-83, 51 N.W.2d 174, 217 (1952) (hereinafter Bechtel ); see also 12B W. Fletcher, Cyclopedia on the Law of Private Corporations § 5810, at 149 (1986). Conversely, before acquiring majority control in February 1982, Herrig owed no fidicuary duty to Cookies or plaintiffs. See Fletcher § 5713, at 13 (stockholders not active in management of corporation owe duties radically different from director, and vote at shareholder’s meetings merely for own benefit). Therefore, Herrig’s conduct is subject to scrutiny only from the time he began to exercise control of Cookies.

The law commonly describes the fiduciary duties of corporate directors as twofold, consisting both of a duty of care and a duty of loyalty. Norlin Corp. v. Rooney, Pace Inc., 744 F.2d 255, 264 (2d Cir.1984). Though the Iowa legislature has codified these duties, see Iowa Code § 496A.34 (1987), their common law antecedents still guide the court when interpreting the scope of the statute. See Hansell, Austin, & Wilcox, Director Liability Under Iowa Law—Duties and Protections, 13 J.Corp.L. 369, 373 (1988).

The duty of care requires each director to “perform the duties of a director ... in good faith, in a manner such director reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.” Iowa Code § 496A.34. If their activi*452ties meet the standard of the duty of care, directors are relieved of liability for their actions on behalf of the corporation. See id. (“[a] person who so performs such duties shall not have liability by reason of being ... a director”).

Appellants make no claim that Herrig breached his duty of care by entering self-dealing transactions or accepting compensation for services performed in accordance with the agreements previously described. Instead, appellants claim that Herrig violated his duty of loyalty to Cookies. That duty derives from “the prohibition against self-dealing that inheres in the fiduciary relationship.” Norlin, 744 F.2d at 264. As a fiduciary, one may not secure for oneself a business opportunity that “in fairness belongs to the corporation.” Rowen v. LeMars Mut. Ins. Co. of Iowa, 282 N.W. 2d 639, 660 (Iowa 1979). As we noted in Bechtel:

Corporate directors and officers may under proper circumstances transact business with the corporation including the purchase or sale of property, but it must be done in the strictest good faith and with full disclosure of the facts to, and the consent of, all concerned. And the burden is upon them to establish their good faith, honesty and fairness. Such transactions are scanned by the courts with skepticism and the closest scrutiny, and may be nullified on slight grounds. It is the policy of the courts to put such fiduciaries beyond the reach of temptation and the enticement of illicit profit.

243 Iowa 1007, 1081, 51 N.W.2d 174, 216 (1952). We have repeatedly applied this standard, including the burden of proof and level of scrutiny, when a corporate director engages in self-dealing with another corporation for which he or she also serves as a director. See Holden v. Construction Mach. Co., 202 N.W.2d 348, 356-57 (Iowa 197.2).

Against this common law backdrop, the legislature enacted section 496A.34, quoted here in pertinent part, that establishes three sets of circumstances under which a director may engage in self-dealing without clearly violating the duty of loyalty:

No contract or other transaction between a corporation and one or more of its directors or any other corporation, firm, association or entity in which one or more of its directors are directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest ... if any of the following occur:

1. The fact of such relationship or interest is disclosed or known to the board of directors or committee which authorizes, approves, or ratifies the contract or transaction ... without counting the votes ... of such interested director.

2. The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote [on the transaction] and they authorize ... such contract or transaction by vote or written consent.

3. The contract or transaction is fair and reasonable to the corporation.

Some commentators have supported the view that satisfaction of any one of the foregoing statutory alternatives, in and of itself, would prove that a director has fully met the duty of loyalty. See Hansell, Austin, & Wilcox, Director Liability Under Iowa Law—Duties and Protections, 13 J.Corp.L. 369, 382. We are obliged, however, to interpret statutes in conformity with the common law wherever statutory language does not directly negate it. See Hardwick v. Bublitz, 253 Iowa 49, 59, 111 N.W.2d 309, 314 (1961); Iowa Code § 4.2 (1987). Because the common law and section 496A.34 require directors to show “good faith, honesty, and fairness” in self-dealing, we are persuaded that satisfaction of any one of these three alternatives under the statute would merely preclude us from rendering the transaction void or voidable outright solely on the basis “of such [director’s] relationship or interest.” Iowa Code § 496A.34; see Bechtel, 243 Iowa at 1081-82, 51 N.W.2d at 216. To the contrary, we are convinced that the legislature did not intend by this statute to enable a court, in a shareholder’s derivative suit, to rubber stamp any transaction to which a board of directors or the sharehold*453ers of a corporation have consented. Such an interpretation would invite those who stand to gain from such transactions to engage in improprieties to obtain consent. We thus require directors who engage in self-dealing to establish the additional element that they have acted in good faith, honesty, and fairness. Holi-Rest, Inc. v. Treloar, 217 N.W.2d 517, 525 (Iowa 1974).

III. Burden of Proof.

Appellants contend that the district court improperly placed upon them the burden of proving that Herrig’s self-dealing was not honest, in good faith, or fair to Cookies. The district court’s ruling addressed Her-rig’s duties of care and loyalty in these circumstances, noting that in duty of care challenges the burden of proof is on plaintiffs because of the business judgment rule which affords directors the presumption that their decisions are informed, made in good faith, and honestly believed by them to be in the best interests of the company. See Smith v. Van Gorkom, 488 A.2d 858, 872 (Del.1985). The district court then noted the different burden imposed in challenges under Iowa’s duty of loyalty statute, which, in its words “require[s] the director challenged in a self-dealing suit to carry the burden of establishing his good faith, honesty, and fairness.” (Emphasis added.)

Appellants correctly assert that the business judgment rule governs only where a director is shown not to have a self interest in the transaction at issue. Norlin, 744 F.2d at 265; Morrissey v. Curran, 650 F.2d 1267,1274 (2d Cir.1981); Cohen v. Ayers, 596 F.2d 733, 739 (7th Cir.1979). When self-dealing is demonstrated, “the duty of loyalty supersedes the duty of care, and the burden shifts to the director[] to ‘prove that the transaction was fair and reasonable to the corporation.’ ” Norlin, 744 F.2d at 265 (citations omitted). We have identified and applied this reverse allocation of the burden of proof in previous self-dealing cases. See Rowen, 282 N.W.2d at 647; Holi-Rest, 217 N.W.2d at 525.

After reviewing the record in light of the district court’s ruling, we are persuaded that the court appropriately recognized the shifting burdens of proof in duty of loyalty cases. By agreement of court and counsel, the plaintiffs first made out a prima facie showing that Herrig had engaged in self-dealing with Cookies. Defendants then presented witnesses and exhibits to prove that. Herrig’s actions in these challenged transactions were done in good faith and with honesty and fairness toward Cookies. The plaintiffs countered with rebuttal testimony and exhibits. The mere fact that the district court credited Herrig and his evidence instead of accepting plaintiffs’ contrary proof does not establish that the court improperly allocated the burden of proof. The assignment of error is without merit.

IV. Standard of Law.

Next, appellants claim the district court applied an inappropriate standard of law to determine whether Herrig’s conduct was fair and reasonable to Cookies. Appellants correctly assert that self-dealing transactions must have the earmarks of arms-length transactions before a court can find them to be fair or reasonable. See Bechtel, 243 Iowa at 1023, 51 N.W.2d at 184. The crux of appellants’ claim is that the court should have focused on the fair market value of Herrig’s services to Cookies rather than on the success Cookies achieved as a result of Herrig’s actions.

We agree with appellants’ contention that corporate profitability should not be the sole criteria by which to test the fairness and reasonableness of Herrig’s fees. In this connection, appellants cite authority from the Michigan Supreme Court that we find persuasive:

Given an instance of alleged director enrichment at corporate expense ... the burden to establish fairness resting on the director requires not only a showing of “fair price” but also a showing of the fairness of the bargain to the interests of the corporation.

Fill Bldgs., Inc. v. Alexander Hamilton Life Ins. Co., 396 Mich. 453, 241 N.W.2d 466, 469 (1976). Applying such reasoning to the record before us, however, we can*454not agree with appellants’ assertion that Herrig’s services were either unfairly priced or inconsistent with Cookies corporate interest.

There can be no serious dispute that the four agreements in issue — for exclusive distributorship, taco sauce royalty, warehousing, and consulting fees — have all benefited Cookies, as demonstrated by its financial success. Even if we assume Cookies could have procured similar services from other vendors at lower costs, we are not convinced that Herrig’s fees were therefore unreasonable or exorbitant. Like the district court, we are not persuaded by appellants’ expert testimony that Cookies’ sales and profits would have been the same under agreements with other vendors. As Cookies’ board noted prior to Herrig’s takeover, he was the driving force in the corporation’s success. Even plaintiffs’ expert acknowledged that Herrig has done the work of at least five people — production supervisor, advertising specialist, warehouseman, broker, and salesman. While eschewing the lack of internal control, for accounting purposes, that such centralized authority may produce, the expert conceded that Herrig may in fact be underpaid for all he has accomplished. We believe the board properly considered this source of Cookies’ success when it entered these transactions, as did the district court when it reviewed them.

A secondary claim relating to appellants’ standard-of-law argument is appellants’ recurring complaint that Herrig had no right to take over control of Cookies. We find no legal or factual basis for this assertion. First, appellants presented no proof that all shareholders had agreed from the outset that no single shareholder would be allowed to acquire majority control of the company. In fact, the bylaws the board approved before Herrig assumed control belie this assertion; they provide for no restrictions on the identity of stock purchasers if the board of directors declines an offer to purchase available Cookies stock. Second, the law has long recognized the right of majority shareholders to control the affairs of a corporation, if done so lawfully and equitably, and not to the detriment of minority stockholders. See 12B W. Fletcher, Cyclopedia on the Law of Private Corporations § 5783, at 120 (1986). The district court was correct in so holding.

V. Denial of Equitable Relief.

The appellants also claim that Herrig committed equitable fraud, which entitles them to an accounting of his profits and to restitution for losses caused by his fraudulent acts. Appellants make no attempt to establish the specific elements of actionable fraud required under Iowa law. See Grefe v. Ross, 231 N.W.2d 863, 864 (Iowa 1975) (party claiming fraud must establish representation, falsity, materiality, scienter, intent to deceive, reliance, and resulting injury and damage by preponderance of clear, satisfactory, and convincing evidence). Rather, appellants simply assert that Herrig’s failure to disclose certain information to directors and shareholders constituted an intentional fraud like that recognized by this court in Holden v. Construction Machinery Co., 202 N.W.2d at 359 (in equity court, intentional acts of fraud include all acts, omissions, and concealments that involve a breach of either legal or equitable duties that injure another or give one an undue or unconscionable advantage).

While both Iowa’s statutes and case law impose a duty of disclosure on interested directors who engage in self-dealing, neither has delineated what information must be disclosed, or to whom. See Iowa Code § 496A.34; Midwest Management Corp. v. Stephens, 353 N.W.2d 76, 80 (Iowa 1984) (defendant director violated fiduciary duty to disclose information “to those who have a right to know the facts” when by silence he allowed directors of corporation to believe he had agreed to purchase large block of corporate stock in exchange for corporation’s investment in his broker-dealer securities investment business); Schildberg Rock Prods. Co. v. Brooks, 258 Iowa 759, 767-68, 140 N.W.2d 132, 137 (Iowa 1966) (failure of defendant directors to disclose seizure of corporate opportunity concerning lease agreement to majority shareholder violated fiduciary duty to corporation); *455 Bechtel, 243 Iowa at 1097, 51 N.W.2d at 225 (1952) (defendant director perpetrated fraud by concealment, silence, and violation of duty to make full disclosure to corporation). While these cases strongly encourage directors to make the fullest possible disclosure of pertinent facts to persons responsible for making informed decisions, they also suggest the court must look to the particular facts of each case to determine whether a director has violated the duty of disclosure.

Examining Herrig’s conduct under this duty of disclosure, we find no support for plaintiffs’ assertion that Herrig owed the minority shareholders a duty to disclose any information before the board executed the exclusive distributorship, royalty, warehousing, or consultant fee agreements. These actions comprise management activity, and our statutes place the duty of managing the affairs of the corporation on the board of directors, not the shareholders. See Iowa Code § 496A.34 (1987). Because the shareholders had no role in making decisions concerning these agreements, we hold that Herrig owed these shareholders no duty to disclose facts concerning any aspect of these agreements before the board entered or extended them. We also note that plaintiffs did not complain at trial that the financial reports they regularly received concerning the affairs of the company were anything less than adequate.

With regard to the board of directors, the record before us aptly demonstrates that all members of Cookies’ board were well aware of Herrig’s dual ownership in Lakes and Speed’s. We are unaware of any authority supporting plaintiffs’ contention that Herrig was obligated to disclose to Cookies’ board or shareholders the extent of his profits resulting from these distribution and warehousing agreements; nevertheless, the exclusive distribution agreement with Lakes authorized the board to ascertain that information had it so desired. Appellants cannot reasonably claim that Herrig owed Cookies a duty to render such services at no profit to himself or his companies. Having found that the compensation he received from these agreements was fair and reasonable, we are convinced that Herrig furnished sufficient pertinent information to Cookies’ board to enable it to make prudent decisions concerning the contracts.

Nor does Herrig’s status as an “inside director” of Cookies alter our determination that he disclosed adequate information about his self-dealing. An inside director is one who also serves as an officer of the corporation and is involved in the daily management of the company. Because of the inside director’s experience with company affairs, directors not so intimately involved in running the company are entitled to rely on the inside director’s recommendations and opinions when making their own decisions. See Bowen, 282 N.W.2d at 652-53. Although our review of the record indicates that Herrig was somewhat reluctant to answer all the minority shareholders’ questions concerning the board’s decisions, he did not withhold any crucial information from the directors that caused the company to make unnecessarily expensive commitments in reliance on his silence, and thus has not committed equitable fraud. Cf. Midwest Management Corp., 353 N.W.2d at 82; Holden, 202 N.W.2d at 356-60; Schildberg Rock Prods. Co., 258 Iowa at 767-70, 140 N.W.2d at 136-38.

VI. Conclusion.

Our resolution of plaintiffs’ claims in divisions III-V of this opinion renders it unnecessary to address the district court’s alleged failure to fashion appropriate equitable remedies to redress the company’s loss. Like the district court, we perceive no such loss. As the court wisely reasoned,

[t]he very complaint of the Plaintiffs, that Herrig is too deeply involved in the total operation of the Cookies plant, is the reason for the success of this company. That some budgetary cuts might be made, some salaried positions filled by other persons, some additional papers could be filed when products are taken to the Speed’s warehouse, are all possibilities that Herrig and the board of di*456rectors of Cookies might consider. However, these things are all conjecture and speculation. The reality here is that the Cookies company is profitable. In a time of economic disaster to many businesses and individuals in Iowa, this company is a shining example of success. The shareholders’ investments have multiplied more than fourfold, jobs have been created in Wall Lake, more cash flows in and out of that community annually, and the consumers of Iowa are provided with a good product at a fair price. For this Court to tinker with such a successful venture, and especially to “punish” Her-rig for this success, would be ... inequitable ....

We concur in the trial court’s assessment of -the evidence presented and affirm its dismissal of plaintiffs’ claims.

AFFIRMED.

All Justices concur except SCHULTZ, J., who dissents.

SCHULTZ, Justice

(dissenting).

My quarrel with the majority opinion is not with its interpretation of the law, but with its application of the law to the facts. I would reverse the trial court’s holding.

The majority opinion correctly stated the common law and statutory principles. When there is self-dealing by a majority stockholder which is challenged, the majority stockholder has the burden to establish that they have acted in good faith, honesty and fairness. This burden of fairness requires not just a showing of profitability, but also a showing of the fairness of the bargain to the interest of the corporation. I would hold that Herrig failed to sustain his burden.

In the present case, Herrig gained control of the corporation by buying a majority of the stock. His first act was to replace all of the board of directors except one, an employee of the company. From that time on, he engaged in a course of self-dealing and refused to cooperate or comply with the requests of the minority stockholders. He renewed his exclusive distributing contract, increased commissions for freight and advertising expenses, additional storage cost and his own salary, plus paid himself a royalty for taco sauce and instigated a consultation fee for himself. It was Herrig’s burden to demonstrate that all of his self-dealing transactions were fair to the company.

Much of Herrig’s evidence concerned the tremendous success of the company. I believe that the trial court and the majority opinion have been so enthralled by the success of the company that they have failed to examine whether these matters of self-dealing were fair to the stockholders. While much credit is due to Herrig for the success of the company, this does not mean that these transactions were fair to the company.

I believe that Herrig failed on his burden of proof by what he did not show. He did not produce evidence of the local going rate for distribution contracts or storage fees outside of a very limited amount of self-serving testimony. He simply did not show the fair market value of his services or expense for freight, advertising and storage cost. He did not show that his taco sauce royalty was fair. This was his burden. He cannot succeed on it by merely showing the success of the company.

The shareholders, on the other hand, produced testimony of what the fair market value of Herrig’s services were. The majority discounts this testimony and chooses instead to focus on the success Cookies achieved as a result of Herrig’s actions. They focus on the success of the company rather than whether his self-dealing actions were arms-length transactions that were fair and reasonable to the stockholders. The appellants have put forth convincing testimony that Herrig has been grossly over compensated for his services based on their fair market value. Appellant’s expert witness, a CPA, performed an analysis to show what the company would have earned if it had hired a $65,000 a year executive officer, paid a marketing supervisor and an advertising agency a commission of five percent of the sales each, built a new warehouse and hired a warehouseman. It was compared with what the company actually *457did make under Herrig’s management. The analysis basically shows what the operating cost of this company should be on the open market when hiring out the work to experts. In 1985 alone, the company’s income would have doubled what it actually made were these changes made. The evidence clearly shows that the fair market value of those services is considerably less than what Herrig actually has been paid.

Similarly, appellant’s food broker expert witness testified that for $110,865, what the CPA analysis stated was the fair market value for brokerage services, his company would have provided all of the services that Herrig had performed. The company actually paid $730,637 for the services, a difference of $620,000 in one year.

In summary, I believe the majority was dazzled by the tales of Herrig’s efforts and Cookies’ success in these difficult economic times. In the process, however, it is forgotten that Herrig owes a fiduciary duty to the corporation to deal fairly and reasonably with it in his self-dealing transactions. Herrig is not entitled to skim off the majority of the profits through self-dealing transactions unless they are fair to the minority stockholders. At trial, he failed to prove how his charges were in line with what the company could have gotten on the open market. Because I cannot ignore this inequity to the company and its shareholders, I must respectfully dissent.

WALSH, Justice:

This is the second appeal in this shareholder litigation after a Court of Chancery ruling in favor of the defendants. The underlying dispute arises from a cash-out merger of Lynch Communications System, Inc. (“Lynch”) into a subsidiary of Alcatel USA, Inc. (“Alcatel”). In the previous appeal, this Court determined that Alcatel, as a controlling shareholder of Lynch, dominated the merger negotiations despite the fact that Lynch’s board of directors had appointed an independent negotiating committee. Kahn v. Lynch Communication Systems, Inc., Del.Supr., 638 A.2d 1110, 1112-13 (1994) (“Lynch I”). We concluded, however, that such a determination did not necessarily preclude a finding that the transaction was entirely fair and remanded the matter to the Court of Chancery for a determination of entire fairness, with the burden of proof upon the defendants.

Upon remand, the Court of Chancery reevaluated the record under the appropriate burden of proof and concluded that the transaction was entirely fair to the Lynch minority shareholders. The court also rejected plaintiffs claim that the defendants violated their duty of disclosure in failing to describe specifically the threat of a lower priced tender offer. We affirm in both respects.

*81i

The facts underlying the derivative claims are set forth extensively in Lynch I and we summarize them briefly for present purposes.

Lynch, a Delaware corporation, designed and manufactured electronic telecommunications equipment, primarily for sale to telephone operating companies. Alcatel, a holding company, is a subsidiary of Alcatel (S.A.), a French company involved in public telecommunications, business communications, electronics, and optronics. Alcatel (S.A.), in turn, is a subsidiary of Compagnie Generale d’Electricite (“CGE”), a French corporation with operations in energy, transportation, telecommunications and business systems.

In 1981, Alcatel1 acquired 30.6% of Lynch’s common stock pursuant to a stock purchase agreement. As part of that agreement, Lynch amended its certificate of incorporation to require an 80% affirmative vote to approve any business combination. By the time of the events leading to the contested merger, Alcatel owned 43.3% of Lynch’s outstanding stock and designated five of the eleven directors on Lynch’s board of directors, two of the three members of the executive committee, and two of the four members of the compensation committee.

In the spring of 1986, Lynch determined that it needed to acquire fiber optics technology in order to remain competitive. Lynch management identified a target company, Telco Systems, Inc. (“Telco”), that had the needed technology. Telco was apparently amenable to acquisition by Lynch. Lynch had to obtain Alcatel’s consent, however, since the supermajority voting provision gave Alcatel an effective veto over any business combination. Exercising this power, Alcatel vetoed the transaction and instead proposed a combination of Lynch and Celwave Systems, Inc. (“Celwave”), an indirect subsidiary of CGE that possessed fibre optics technology. Ellsworth F. Dertinger (“Dertinger”), chairman of the board and CEO of Lynch, stated that Celwave would not be of interest to Lynch if Celwave were not owned by Alcatel. Nevertheless, the Lynch Board unanimously adopted a resolution that established a committee of independent directors (the “Independent Committee”) to negotiate with Celwave and recommend the terms and conditions on which a combination would be based.

On October 24, 1986, Alcatel’s investment banking firm, Dillon, Read & Co., Inc. (“Dillon, Read”) made a presentation to the Independent Committee in which it explained the benefits of a Lynch/Celwave combination and proposed a stock-for-stock merger. The Independent Committee’s investment advisors reviewed the Dillon, Read report and placed a significantly lower value on Celwave than had Dillon, Read. Consequently, the Independent Committee decided that the proposal was unattractive to Lynch and made a recommendation against the Lynch/Celwave combination.

Reacting to the Independent Committee’s recommendation, Alcatel withdrew the Cel-wave proposal and instead offered to acquire the Lynch shares it did not already , own at $14 cash per share. In response, at its November 7th board meeting, the Lynch directors revised the mandate of the Independent Committee and authorized the same directors to negotiate the cash merger offer with Alcatel. Meeting on the same day, the Independent Committee decided that $14 per share was inadequate.

On November 12, the Independent Committee made a counteroffer of $17 per share. The parties negotiated for approximately two weeks, during which time Alcatel’s highest offer was $15.50 per share. On November 24, 1986, the Independent Committee met with its financial and legal advisors and were informed by one of the committee members that Alcatel was “ready to proceed with an unfriendly tender at a lower price” if the $15.50 offer was not accepted. The Independent Committee, after consulting with its financial and legal advisors, voted unanimously to recommend that the Lynch board approve Alcatel’s $15.50 cash per share merger. The Lynch board met later that day and, with Alcatel’s nominees abstaining, approved the merger.

*82Kahn, a Lynch shareholder, brought suit, later certified as a class action, challenging Alcatel’s acquisition of Lynch through a tender offer and cash-out merger. Kahn alleged the merger to be unfair in that Alcatel, as a controlling shareholder, breached its fiduciary duties to Lynch’s minority shareholders. Specifically, Kahn charged that Al-catel dictated the terms of the merger; made false, misleading, and inadequate disclosures; and paid an unfair price.

In its initial ruling, the Court of Chancery agreed with Kahn in finding that Alcatel exercised control over Lynch, but rejected the claim that Alcatel’s disclosures in connection with the merger were insufficient. Kahn v. Lynch Communication Systems, Inc., Del.Ch., C.A. No. 8748, 1993 WL 290193 slip op. at 5, 18, Berger, V.C. (July 9, 1993) (the “1993 decision”). Since Alcatel had negotiated with Lynch through an Independent Committee, however, the court placed the burden of disproving entire fairness on the plaintiff. In its evaluation of the evidence, the court concluded that Kahn had not carried his burden of demonstrating that the price was unfair and thus failed to prove a breach of fiduciary duty on the part of Alca-tel. Judgment was accordingly entered for the defendants and Kahn appealed.

On appeal, this Court agreed with the Court of Chancery that Alcatel was a controlling shareholder. Lynch I, 638 A.2d at 1114-15. Since Alcatel had vetoed Lynch’s acquisition of Telco and dominated Lynch’s board on other occasions, the Court of Chancery’s finding was clearly supported by the record. Id.

This Court then turned to the finding that the transaction was entirely fair. We noted that normally a controlling shareholder, such as Alcatel, bears the burden of proving the entire fairness of a transaction in the context of a parent-subsidiary merger. Id. at 1115. Weinberger v. UOP, Inc., Del.Supr., 457 A.2d 701, 710 (1983), requires that the party that has the burden of showing entire fairness must address that concept’s “two basic aspects: fair dealing and fair price.” Wein-berger also addressed the question of what type of evidence would constitute a showing of entire fairness, and indicated that procedures, such as an independent negotiating committee which approximated an arm’s length bargaining process is strong evidence of fairness. 457 A2d at 709-10 n. 7.

The question remained, however, of the weight to be accorded such evidence, or, more specifically, whether a procedure approximating arm’s length bargaining shifts the burden to the plaintiffs to show entire fairness or changes the standard of review so that the transaction will be examined under the business judgment rule. In Lynch I we noted that, since Weinberger, a business purpose has not been required to justify a merger. 638 A.2d at 1116. Therefore, since no business judgment need be exercised, the business judgment rule is not the proper standard of review. Id. “Consequently, in a merger between the corporation and its controlling stockholder — even one negotiated by disinterested, independent directors — no court could be certain whether the transaction terms fully approximate what truly independent parties would have achieved in an arm's length negotiation.” Citron v. E.I. Du Pont de Nemours & Co., Del.Ch., 584 A.2d 490, 502 (1990). Accordingly, the transaction must be examined for its entire fairness “because the unchanging nature of the underlying ‘interested’ transaction requires careful scrutiny.” 638 A.2d at 1116.

The next issue addressed by this Court in Lynch I was the allocation of the burden of proof. In order to shift the burden of showing entire fairness to the plaintiffs, the Independent Committee’s negotiations must have resulted in something approaching arm’s length negotiations. When undertaking this evaluation “particular consideration must be given to evidence of whether the special committee was truly independent, fully informed, and had the freedom to negotiate at arm’s length.” Lynch I, 638 A2d at 1120-21. We noted with approval an earlier Court of Chancery ruling to the effect that at least two factors are required for this type of negotiation: (1) “the majority shareholder did not dictate the terms of the merger,” and (2) the committee had real bargaining power so that it could negotiate with the controlling shareholder at arm’s length. Rabkin v. Olin Corp., Del.Ch., C.A. No. 7547 (Consolidated), *83Chandler, V.C., 1990 WL 47648, slip op. at 14-15 (Apr. 17, 1990), reprinted, in 16 Del. J.Corp.L. 851, 861-62 (1991), aff'd, Del.Supr., 586 A.2d 1202 (1990).

Without explicitly referring to the Rabkin test, the Court of Chancery in the 1993 decision found that it had been satisfied to the extent the Independent Committee had appropriately simulated an arm’s length transaction. However, in Lynch I, this Court found that determination to be unsupported by the record. 638 A2d at 1121. Alcatel’s threat of a hostile bid prevented the negotiations from approximating an arm’s length transaction. Id. The Independent Committee had, in effect, surrendered to the ultimatum delivered with Alcatel’s last offer. Id. Alcatel’s use of its disproportionate bargaining power destroyed any approximation to being at arm’s length the negotiations otherwise may have had. We therefore held that the Court of Chancery had improperly allocated the burden of proof to the plaintiff. Id. at 1112.

Consequently, the case was remanded for a “redetermination of the entire fairness of the cash-out merger to Kahn and the other Lynch minority shareholders with the burden of proof remaining on Alcatel, the dominant and interested shareholder.” Id. at 1122; see Cede & Co. v. Technicolor, Inc., Del.Supr., 634 A.2d 345, 367 (1993), on reargument, 636 A.2d 956 (1994) (“Cede II”). Revisiting its decision based solely on the existing record and in light of this Court’s instructions, the Court of Chancery preliminarily, and correctly, noted that “the Supreme Court did not intend to foreclose a finding of entire fairness on remand.” Kahn v. Lynch Communication Systems, Inc., Del. Ch., CA. No. 8748, 1995 WL 301403, slip. op. at 3, Berger, J. (April 17, 1995) (the “1995 decision”). “[T]he absence of certain elements of fair dealing does not mandate a decision that the transaction was not entirely fair.” Id. at 3-4; accord Cinerama, Inc. v. Technicolor, Inc., Del.Supr., 663 A.2d 1156, 1179 (1995).

After examining the transaction for entire fairness, the Court of Chancery once again found for the defendants, holding that they had carried the burden of showing the entire fairness of the transaction. See Cinerama, Inc. v. Technicolor, Inc., Del.Ch., 663 A.2d 1134, 1144 (1994). The Court of Chancery rejected the plaintiffs claim that the coercion of the Independent Committee should have been disclosed to the shareholders. In addition, despite this coercion, the defendants were deemed to have met their burden of fair dealing because they had satisfied other relevant factors set forth in Weinberger. 1995 decision, slip op. at 3-5 (citing Weinberger, 457 A.2d at 711). Specifically, the court examined the transaction’s timing, initiation, structure and negotiation.

Next, the Court of Chancery examined the issue of fair price. Finding the evaluation of the plaintiffs’ expert flawed, the court concluded that the defendants had also met their burden of establishing the fairness of the price received by the stockholders. 1995 decision, slip op. at 5-6. Thus, the Court of Chancery held for the defendants after finding that they had established the entire fairness of the transaction. Accord Cinerama, Inc. v. Technicolor, Inc., Del.Ch., 663 A2d 1134, 1144 (1994).

In this appeal from the 1995 decision of the Court of Chancery, Kahn raises several issues. First, he contends that the finding of fair dealing was inconsistent with our opinion in Lynch I and unsupported by the record. Specifically, Kahn asserts that the coercion of the Independent Committee constituted a per se breach of fiduciary duty which strongly compels a finding that the transaction was not entirely fair. In addition, the plaintiff charges that the initiation, timing and negotiation of the merger were unfair and also require a finding of unfair dealing.

Second, the plaintiff contends that Alcatel breached its fiduciary duty to Lynch’s stockholders by not fully disclosing its conduct in negotiating the merger. Thus, according to the plaintiff, the Court of Chancery erred by not finding a breach of the duty of disclosure. Such a finding, it is argued, is itself proof of unfair dealing.

The third claim made by Kahn is a challenge to the determination that the stockholders received a fair price for their shares. Kahn insists that the evidence submitted by *84Alcatel did not sustain their burden of showing that the price was fair.

II

Although we address this matter a second time following a partial reversal and remand, the standard of appellate review of the Court of Chancery’s second decision is the same. To the extent that the Court of Chancery made supplemental factual findings, we will defer to those findings unless they are clearly erroneous or not arrived at through a logical process. Cede & Co. v. Technicolor, Inc., Del.Supr., 634 A.2d 345, 360 (1993); Lynch I, 638 A.2d at 1114. Our review of the formulation and application of legal principles, however, is plenary and requires no deference. Gilbert v. El Paso Co., Del.Supr., 575 A.2d 1131, 1142 (1990).

A.

At the outset we must confront the disagreement between the parties concerning the extent to which our decision in Lynch I limited the scope of the Court of Chancery’s re-examination of the record on remand. Kahn argues that this Court’s characterization of Alcatel’s conduct as “coercive” was not accorded adequate consideration by the trial court in its entire fairness calculation. Alcatel contends to the contrary that this Court’s evaluation of the record in Lynch I was done in the context of determining which party had the burden of proving entire fairness and that the Court of Chancery, on remand, was restricted procedurally, but not substantively, in its view of the trial evidence.

While we agree that our decision in Lynch I limited the range of findings available to the Court of Chancery upon remand, our previous review of the record focused upon the threshold question of burden of proof. Our reversal on burden of proof left open the question whether the transaction was entirely fair. Lynch I, 638 A.2d at 1122. Indeed, Kahn concedes that our ruling on burden shifting did not create per se liability, an obvious concession since we did not address the fair price element in Lynch .7, except to note that the Independent Committee’s ability to negotiate price had been compromised by Alcatel’s threat to proceed with a hostile tender offer. See Cinerama, Inc. v. Technicolor, Inc., Del.Supr., 663 A.2d 1156, 1162 (1995). The Court of Chancery correctly took as its premise on remand that Alcatel, as the dominant and interested shareholder bore the burden of demonstrating the entire fairness of the merger transaction. Its findings will be tested from that perspective.

As we noted in Lynch I, “a controlling or dominating shareholder standing on both sides of a transaction, as in a parent-subsidiary context, bears the burden of proving its entire fairness” 638 A.2d at 1115. The standard for demonstrating entire fairness is the oft-repeated one announced in Weinberger v. UOP, Inc., Del.Supr., 457 A.2d 701, 711 (1983): fair dealing and fair price. Fair dealing addresses the timing and structure of negotiations as well as the method of approval of the transaction, while fair price relates to all the factors which affect the value of the stock of the merged company. Id. An important teaching of Weinberger, however, is that the test is not bifurcated or compartmentalized but one requiring an examination of all aspects of the transaction to gain a sense of whether the deal in its entirety is fair. Id. In its most recent authoritative analysis of the subject, this Court held: “the board will have to demonstrate entire fairness by presenting evidence of the cumulative manner by which it ... discharged all of its fiduciary duties.” Cinerama, Inc. v. Technicolor, Inc., Del.Supr., 663 A.2d at 1163.

B.

This Court will now review the Court of Chancery’s entire fairness analysis upon remand. Accord Cinerama, Inc. v. Technicolor, Inc., Del.Supr., 663 A.2d at 1172. The record reflects that the Court of Chancery followed this Court’s mandate by applying a unified approach to its entire fairness examination. Lynch I, 638 A.2d at 1115. In doing so, the Court of Chancery properly considered “how the board of directors discharged all of its fiduciary duties with regard to each aspect of the non-bifurcated components of entire fairness: fair dealing and fair price.” *85 Cinerama, Inc. v. Technicolor, Inc., Del.Supr., 663 A.2d at 1172.

In addressing the fair dealing component of the transaction, the Court of Chancery determined that the initiation and timing of the transactions were responsive to Lynch’s needs. This conclusion was based on the fact that Lynch’s marketing strategy was handicapped by the lack of a fiber optic technology. Alcatel proposed the merger with Celwave to remedy this competitive weakness, but Lynch management and the non-Alcatel directors did not believe this combination would be beneficial to Lynch. Dertinger, Lynch’s CEO, suggested to Alcatel that, under the circumstances, a cash merger with Alcatel will be preferable to a Celwave merger. Thus, the Alcatel offer to acquire the minority interests in Lynch was viewed as an alternative to the disfavored Celwave transaction.

Kahn argues that the Telco acquisition, which Lynch management strongly supported, was vetoed by Alcatel to force Lynch to accept Celwave as a merger partner or agree to a cash out merger with Alcatel. The benefits of the Telco transaction, however, are clearly debatable. Telco was not profitable and had a limited fiber optic capability. There is no assurance that Lynch’s shareholders would have benefitted from the acquisition. More to the point, the timing of a merger transaction cannot be viewed solely from the perspective of the acquired entity. A majority shareholder is naturally motivated by economic self-interest in initiating a transaction. Otherwise, there is no reason to do it. Thus, mere initiation by the acquirer is not reprehensible so long as the controlling shareholder does not gain a financial advantage at the expense of the minority. Cinerama, Inc. v. Technicolor, Inc., Del.Supr., 663 A.2d 1156, 1172 (1995); Jedwab v. MGM Grand Hotels, Inc., Del.Ch., 509 A.2d 584, 599 (1986).

In support of its claim of coercion, Kahn contends that Alcatel timed its merger offer, with a thinly-veiled threat of using its controlling position to force the result, to take advantage of the opportunity to buy Lynch on the cheap. As will be discussed at greater length in our fair price analysis, infra, Lynch was experiencing a difficult and rapidly changing competitive situation. Its current financial results reflected that fact. Although its stock was trading at low levels, this may simply have been a reflection of its competitive problems. Alcatel is not to be faulted for taking advantage of the objective reality of Lynch’s financial situation. Thus, the mere fact that the transaction was initiated at Alcatel’s discretion, does not dictate a finding of unfairness in the absence of a determination that the minority shareholders of Lynch were harmed by the timing. The Court of Chancery rejected such a claim and we agree.

C.

With respect to the negotiations and structure of the transaction, the Court of Chancery, while acknowledging that the Court in Lynch I found the negotiations coercive, commented that the negotiations “certainly were no less fair than if there had been no negotiations at all.” 1995 decision, slip op. at 4. The court noted that a committee of non-Alcatel directors negotiated an increase in price from $14 per share to $15.50. The committee also retained two investment banking firms who were well acquainted with Lynch’s prospects based on their work on the Celwave proposal. Moreover, the committee had the benefit of outside legal counsel.

It is true that the committee and the Board, agreed to a price which at least one member of the committee later opined was not a fair price. Lynch I, 638 A.2d at 1118. But there is no requirement of unanimity in such matters either at the Independent Committee level or by the Board. A finding of unfair dealing based on lack of unanimity could discourage the use of special committees in majority dominated cash-out mergers. Here Alcatel could have presented a merger offer directly to the Lynch Board, which it controlled, and received a quick approval. Had it done so, of course, it would have born the burden of demonstrating entire fairness in the event the transaction was later questioned. See Weinberger v. UOP, Del.Supr., 457 A.2d 701 (1983). Where, ultimately, it has been required to assume the same burden, it should fare no worse in a judicial *86review of the fairness of its negotiations with the Independent Committee.

Kahn asserts that the Court of Chancery did not properly consider our finding of coercion in Lynch I. Generally, as in this case, the burden rests on the party that engaged in coercive conduct to demonstrate the equity of their actions. Lynch I, 638 A2d at 1121; Unitrin, Inc. v. American General Corp., Del.Supr., 651 A.2d 1361, 1373, 1387 (1995) (holding that burden rests on board of directors which has taken draconian, e.g., coercive, measures in response to hostile tender offer). Kahn challenges the Court of Chancery’s finding of fair dealing by relying upon the holding in Ivanhoe Partners v. Newmont Min. Corp., Del.Ch., 533 A.2d 585, 605-06 (1987), aff'd, Del.Supr., 535 A.2d 1334 (1988), for the proposition that coercion creates liability per se. 2 Ivanhoe makes clear, however, that to be actionable, the coercive conduct directed at selling shareholders must be a “material” influence on the decision to sell. Id.; see also Eisenberg v. Chicago Milwaukee Corp., Del.Ch., 537 A2d 1051, 1061-62 (1987).

Where other economic forces are at work and more likely produced the decision to sell, as the Court of Chancery determined here, the specter of coercion may not be deemed material with respect to the transaction as a whole, and will not prevent a finding of entire fairness. In this case, no shareholder was treated differently in the transaction from any other shareholder nor subjected to a two-tiered or squeeze-out treatment. See, e.g., Unocal Corp. v. Mesa Petroleum Co., Del.Supr., 493 A.2d 946, 956 (1985). Alcatel offered cash for all the minority shares and paid cash for all shares tendered. Clearly there was no coercion exerted which was material to this aspect of the transaction, and thus no finding of per se liability is required.

D.

As previously noted, in Lynch I this Court did not address the fair price aspect of the merger transaction since our remand required a reexamination of fair dealing at the trial level. The parties had presented extensive evidence at the original trial concerning the value of Lynch. Upon remand the Court of Chancery reassessed that evidence with the burden on Alcatel to prove the fairness of the cash-out merger price. Accord Cinerama, Inc. v. Technicolor, Inc., Del.Ch., 663 A.2d 1134, 1142-44 (1994).

In considering whether Alcatel had discharged its burden with respect to fairness of price, the Court of Chancery placed reliance upon the testimony of Michael McCarty, a senior officer at Dillon Read, who prepared Alcatel’s proposal to the Independent Committee. He valued Lynch at $15.50 to $16.00 per share — a range determined by using the closing market price of $11 per share of October 17,1988 and adding a merger premium of 41 to 46%. Dillon Read’s valuation had been prepared in October, 1986 in connection with the Lynch/Celwave combination proposed at a time when Lynch was experiencing a downward trend in earnings and prospects. Subsequent to the October valuation, Lynch management revised its three year forecast downward to reflect disappointing third quarter results.

The Court of Chancery also considered the valuation reports issued by both Kidder Peabody and Thompson McKinmon who were retained by the Independent Committee at the time of the Celwave proposal in October. At that time both bankers valued Lynch at $16.50 to $17.50 per share. These valuations, however, were made in response to Alcatel’s Celwave proposal and were not, strictly speaking, fairness opinions. When Lynch later revised downward its financial forecasts based on poor third quarter operating results *87both firms opined that the Alcatel merger price was fair as of the later merger date.

Kahn supported his claim of inadequate price principally through the expert testimony of Fred Shinagle, an independent financial analyst, who opined that the fair value of Lynch on November 24, 1986 was $18.25 per share. He reached that conclusion by averaging equally the values he derived from market price, book value, earning power and capitalization.

Shinagle used the average market price for Lynch stock during the week of June 23, 1986 since Lynch and Alcatel first began discussion about a Celwave transaction on June 25. That average was $13.23 per share. He next computed Lynch’s book value of $17.99 per share by applying a multiple of 1.7 to Lynch’s accounting book value of $10.58 per share. The multiple was derived from the average book value multiple of six companies which Shinagle chose for comparison analysis. The information concerning the comparable companies was gathered from Standard & Poor’s summary sheets using the Standard Industrial Code (SIC) Classification. Shinagle did not perform a first hand review of the financial statements of the comparable companies but relied solely upon the Standard & Poor material. Nor did Shinagle perform any independent research on Lynch’s production and industry but relied instead on information relayed by Dertinger.

Shinagle’s capitalization value for Lynch, $27.92 per share, was secured by multiplying the book capitalization figure of $11.17 per share by 2.5. This multiple was not the average but the highest of the six comparable companies. He justified the use of the highest multiple on the ground that Lynch had a lower debt to equity ratio than any of the comparables. He believed that an inverse correlation exists between debt-to-equity and capitalization multipliers.

Finally, Shinagle devised a value for earning power of $13.37 per share again by calculating average multiples from his comparable companies for revenue, net income and cash flow. These multiples applied against Lynch’s forecasted revenue, net income and cash flow yield results which he averaged to reach earning power value.

In addition to the testimony of his valuation expert, Kahn offered the view of Der-tinger, Lynch’s CEO at the time of the merger, who testified that he thought the fan-value of Lynch at the time of the merger was $20 per share. Dertinger considered “two values of Lynch: Our marketing value — that is in the eyes of our customers — and the value of Lynch on Wall Street as exemplified primarily by the stock price. But I think that is definitely secondary to a company’s potential.” Board member Hubert Kertz also testified that in his opinion Lynch’s value was well above the $14 merger price. Although conceding that “not being a financial man but being a manager” he thought that “even under almost the worst scenario, it ought to be somewhere in the high teens or $20 a share.”

In its fair price analysis, the Court of Chancery accepted the fairness opinions tendered by Alcatel and found the merger price fair. The court rejected Kahn’s attack on the merger price because it found the Shina-gle valuation methodology to be flawed for the reason set forth in the trial court’s 1993 decision. Those deficiencies included Shina-gle’s decision to use the highest capitalization ratio instead of the average as he did with his other calculations involving the comparable companies. The court noted that had Shinagle used the average capitalization rate of the comparable companies, consistent with his use of averages for his other valuation approaches, his capitalization value would have been $13.18 per share instead of the $27.92 per share produced by applying the highest capitalization ratio. The court rejected Shinagle’s assumption that debVequity ratio correlates to a high capitalization ratio as unjustified.

In resolving issues of valuation the Court of Chancery undertakes a mixed determination of law and fact. When faced with differing methodologies or opinions the court is entitled to draw its own conclusions from the evidence. Kahn v. Household Acquisition Corp., Del.Supr., 591 A.2d 166, 175 (1991). So long as the court’s ultimate determination of value is based on the application of recognized valuation standards, its accep*88tance of one expert’s opinion, to the exclusion of another, will not be disturbed. Id.

The Court of Chancery’s finding that Alcatel had successfully born the initial burden of proving the fairness of the merger price is fully supportable by the evidence tendered by the experts retained by Alcatel and by the Independent Committee. Shinagle’s opinions supporting a higher valuation were rejected as flawed and the testimony of Dertinger and Kertz not credited by the trial court because of the lack of analysis or objective support. Although the burden of proving fair price had shifted to Alcatel, once a sufficient showing of fair value of the company was presented, the party attacking the merger was required to come forward with sufficient credible evidence to persuade the finder of fact of the merit of a greater figure proposed. See Cinerama, Inc. v. Technicolor, Inc., Del.Supr., 663 A.2d 1156, 1177 (1995); Citron v. E.I. DuPont de Nemours & Co., DehCh., 584 A.2d 490, 508 (1990); Rosenblatt v. Getty Oil Co., Del.Supr., 493 A.2d 929, 942 (1985). The Court of Chancery was not persuaded that Kahn had presented evidence of sufficient quality to prove the inadequacy of the merger price. We find that ruling to be logically determined and supported by the evidence and accordingly affirm.

Ill

We next address the remaining question decided by the Court of Chancery in its 1993 decision but not resolved in Lynch I — whether Alcatel violated the duty of disclosure in its Offer to Purchase directed to Lynch shareholders. Kahn asserts that in light of this Court’s finding that Alcatel used coercion to gain approval of the merger price by the Lynch board, the Offer to Purchase contained material omissions. To the contrary, Alcatel maintains that in both the Offer to Purchase and in its Schedule 13D filed with the Securities and Exchange Commission, Al-catel fully and clearly indicated that its option included a tender offer directly to stockholders if negotiations with the Lynch Board proved unsuccessful.

A controlling shareholder owes a duty of complete candor when standing on both sides of a transaction and must disclose fully all the material facts and circumstances surrounding the transaction. Arnold v. Society for Sav. Bancorp, Inc., Del.Supr., 650 A.2d 1270, 1276 (1994). Information is deemed material if “there is a substantial likelihood that a reasonable shareholder would consider it important in deciding how to vote.” Rosenblatt v. Getty Oil Co., Del.Supr., 493 A.2d 929, 944 (1985) (quoting TSC Indus., Inc. v. Northway, Inc., 426 U.S. 438, 449, 96 S.Ct. 2126, 2132, 48 L.Ed.2d 757 (1976)). The materiality standard is an objective one, determined from the perspective of the reasonable shareholder, not that of the directors or other party who undertakes to distribute information. Zirn v. VLI Corp., Del.Supr., 621 A.2d 773, 779 (1993). In reviewing a ruling pursuant to these legal standards, this Court will review the entire record. Id. at 778. “[I]f the findings of the trial judge are sufficiently supported by the record and are the product of an orderly and logical deductive process, ... we accept them, even though independently we might have reached opposite conclusions.” Id. (citations omitted).

We begin our examination of the record below with the allegedly deficient documents. The Offer to Purchase, distributed to Lynch shareholders at the Board’s behest and apparently under Alcatel’s direction, described Alcatel’s negotiation stance as follows:

Discussions between representatives of Dillon Read on behalf of Alcatel USA and the Independent Committee and its financial advisors continued during the period from November 12 to November 20, 1986. During such discussions representatives of Alcatel USA informed the Independent Committee that, in the event the parties could not reach an agreement for a transaction, Alcatel USA would consider the options that were available to it at that time, including among other things, making an offer directly to the stockholders of the Company.

In its 1993 decision, the Court of Chancery found that the Offer to Purchase and this *89language in particular “sufficiently describe Alcatel’s position. They alert a reasonable investor that Alcatel had a certain amount of bargaining leverage and was using it.” On remand, the Court of Chancery held to the same conclusion, stating: “The Supreme Court’s description of the negotiations as coercive does not mandate the use of that term in the proxy materials.”

Kahn argues that Alcatel’s description of its negotiating options was incomplete and misleading and should have conveyed the additional information that its “making an offer” would have been “far below the merger price of $15.50 per share.” The narrow question thus becomes whether a reasonable shareholder would have considered the additional language “as having significantly altered the total mix of information made available.” Arnold v. Bancorp, 650 A.2d at 1277.

Although the additional language may have rendered the Offer to Purchase somewhat more informative by “closing the circle” on the full extent of Alcatel’s options, we agree with the Court of Chancery that such additional language was not required to describe the extent of Alcatel’s bargaining power. See Seibert v. Harper & Row Publishers, Inc., Del.Ch., C.A. No. 6689, 10 Del.J.Corp.L. 645, 655, 1984 WL 21874, Berger, Y.C. (Dec. 5, 1984) (noting that a proxy statement need not disclose facts which are “generally known”). There can be little doubt that Al-catel intended to acquire the entire equity interest in Lynch and the description of negotiations contained in the Offer to Purchase described its efforts and the responses of the Lynch Board and the Independent Committee. The Offer to Purchase disclosed the full range of value advanced by the parties during negotiations and notes that the final price of $15.50 was not within the preliminary range but reflects the change in financial projections based on Lynch’s third-quarter results.

Kahn concedes that Alcatel was not required to describe its own conduct as coercive but at the same time argues that the Offer to Purchase should have contained sufficient facts concerning Alcatel’s negotiation power to permit the minority shareholders of Lynch to gain the same impression. This contention overstates the effect of our holding in Lynch I and misconceives the requirements of materiality. Weiss v. Rockwell Int’l Corp., Del.Ch., C.A No. 8811, 15 Del.J.Corp.L. 777, 787, 1989 WL 80345, Jacobs, V.C. (July 10, 1989) (“To argue, as plaintiff does, that the proxy statement should have embellished these disclosures by adding to them a confession of corporate wrongdoing ... is simply not required.”),aff'd, Del.Supr., 574 A.2d 264 (1990). A reasonable minority shareholder of Lynch was under no illusions concerning the leverage available to Alcatel and its willingness to use it to acquire the minority interest.

Alcatel’s consideration of available options including “making an offer directly to the stockholders” is obviously conveying an intent to terminate negotiations with the Board and engage in a hostile tender offer. The materiality of the tendered information is the statement of Alcatel’s range of options and that such options were disclosed to the Independent Committee as part of the negotiations that led to the agreement of the Lynch Board to recommend the merger prices. In our view nothing further was required and we find the holding of the Court of Chancery that no disclosure violation occurred here to be clearly supported by the record.

The Court of Chancery’s finding of no disclosure violation, which we endorse, though not determinative of entire fairness, is of “persuasive substantive significance.” Cinerama, Inc. v. Technicolor, Inc., Del.Supr., 663 A.2d 1156, 1176 (1995). Such a determination precludes the award of damages per se, bears directly upon the manner in which stockholder approval was obtained, and places this case in the category of “non-fraudulent transactions” in which price may be the preponderant consideration. Id. (quoting Weinberger v. UOP, Inc., 457 A.2d at 711.)3 Although the merger was not conditioned on a majority of the minority vote, we note that more than 94 percent of the shares were tendered in response to Alcatel’s offer.

*90IV

In summary, after reassessing the trial record under an entire fairness standard, with the burden of proof upon Alcatel, the Court of Chancery determined that, as a result of the manner by which the board discharged its fiduciary duties, the timing and structure of negotiations and the disclosure to shareholders of such event were the product of fair dealing. Similarly, the trial court concluded that the merger price was fair. Cinerama, Inc. v. Technicolor, Inc., Del.Supr., 663 A.2d at 1172. Thus the non-bifureated standard of Weinberger was satisfied. Under our standard of review, we defer to the trial court’s evidentiary findings if supported by the record and logically determined. Cinerama, Inc. v. Technicolor, Inc., Del.Supr., 663 A.2d at 1178.

In deciding the ultimate question of entire fairness, the Court of Chancery was required to carefully analyze the factual circumstances in the context of how the board discharged all of its fiduciary duties, apply a disciplined balancing approach to its findings, and articulate the basis for its decision. Cinerama, Inc. v. Technicolor, Inc., Del.Supr., 663 A.2d at 1179. The record reflects that was done. We find no error in the trial court’s application of legal standards and accordingly affirm. Id.

HOLLAND, Justice:

This is an appeal from the approval of the settlement of one of three civil actions brought in the Court of Chancery by certain shareholders of Occidental Petroleum Corporation (“Occidental”). Each civil action challenged a decision by Occidental’s board of directors (the “Board”), through a special committee of Occidental’s outside directors (“the Special Committee”), to make a charitable donation. The purpose of the charitable donation was to construct and fund an art museum.

The shareholder plaintiffs in this litigation,2 Joseph Sullivan and Alan Brody, agreed to a settlement of their class and derivative actions subject to the approval of the Court of Chancery. The settlement was authorized, on behalf of Occidental, by the Special Committee. The shareholder plaintiffs in the other two civil actions,3 Alan R. Kahn (“Kahn”) and Barnett Stepak (“Stepak”), appeared in the Sullivan action and objected to the proposed settlement. California Public Employees Retirement System (“CalPERS”) was permitted to intervene as a shareholder plaintiff in the Kahn action and also appeared in opposition to the proposed settlement in the Sullivan action.

*51On April 4, 1990, a settlement hearing was held in the Sullivan action by the Court of Chancery. In a memorandum opinion dated August 7, 1990, the Court of Chancery concluded that, under all of the circumstances, the terms of the settlement in the Sullivan action were fair and reasonable. It ordered that the settlement be approved. Kahn, CalPERS and Stepak (“the Objectors”) have each appealed from that decision and order by the Court of Chancery.

The Objectors contend that the Court of Chancery abused its discretion in approving the settlement in the Sullivan action. The Objectors’ first contention is that the Court of Chancery erred in holding that it was “highly probable” that the protection of the business judgment rule would successfully apply to the actions taken by the directors of Occidental who had been named as defendants. The Objectors’ second contention is that the Court of Chancery abused its discretion in finding that the shareholder plaintiffs’ claims of corporate waste were weak. Finally, the Objectors contend that the Court of Chancery abused its discretion in approving the settlement because the consideration for the settlement was inadequate in view of the strength of the claims which were being compromised.

The applicable standard of appellate review requires this Court to examine the record for an abuse of discretion by the Court of Chancery in approving the settlement. We have carefully reviewed the record and considered the Objectors’ contentions. We have concluded that the decision of the Court of Chancery must be affirmed.

Facts

Occidental is a Delaware corporation. According to the parties, Occidental has about 290 million shares of stock outstanding which are held by approximately 495 thousand shareholders. For the year ending December 31, 1988, Occidental had assets of approximately twenty billion dollars, operating revenues of twenty billion dollars and pre-tax earnings of $574 million. Its corporate headquarters are located in Los Angeles, California.

At the time of his death on December 10, 1990, Dr. Hammer was Occidental’s chief executive officer and the chairman of its board of directors. Since the early 1920’s, Dr. Hammer had been a serious art collector. When Dr. Hammer died, he personally and The Armand Hammer Foundation (the “Foundation”), owned three major collections of art (referred to in their entirety as “the Art Collection”). The Art Collection, valued at $300-$400 million included: “Five Centuries of Art,” more than 100 works by artists such as Rembrandt, Rubens, Renoir and Van Gogh; the Codex Hammer, a rare manuscript by Leonardo da Vinci; and the world’s most extensive private collection of paintings, lithographs and bronzes by the French satirist Honoré Daumier. See The Armand Hammer Collection (J. Walker 2d ed. 1982).

For many years, the Board has determined that it is in the best interest of Occidental to support and promote the acquisition and exhibition of the Art Collection. Through Occidental’s financial support and sponsorship, the Art Collection has been viewed by more than six million people in more than twenty-five American cities and at least eighteen foreign countries. The majority of those exhibitions have been in areas where Occidental has operations or was negotiating business contracts. Occidental’s Annual Reports to its shareholders have described the benefits and good will which it attributes to the financial support that Occidental has provided for the Art Collection.

Dr. Hammer enjoyed an ongoing relationship with the Los Angeles County Museum of Art (“LACMA”) for several decades. In 1968, Dr. Hammer agreed to donate a number of paintings to LACMA, as well as funds to purchase additional art. For approximately twenty years thereafter, Dr. Hammer both publicly and privately expressed his intention to donate the Art Collection to LACMA. However, Dr. Hammer and LACMA had never entered into a *52binding agreement to that effect. Nevertheless, LACMA named one of its buildings the Frances and Armand Hammer Wing in recognition of Dr. Hammer’s gifts.4

Occidental approved of Dr. Hammer’s decision to permanently display the Art Collection at LACMA. In fact, it made substantial financial contributions to facilitate that display. In 1982, for example, Occidental paid two million dollars to expand and refurbish the Hammer Wing at LAC-MA.

In 1987, Dr. Hammer presented Daniel N. Belin, Esquire (“Belin”), the president of LACMA’s Board of Trustees, with a thirty-nine page proposed agreement which set forth the terms upon which Dr. Hammer would permanently locate the Art Collection at LACMA. LACMA and Dr. Hammer tried, but were unable to reach a binding agreement. Consequently, Dr. Hammer concluded that he would make arrangements for the permanent display of the Art Collection at a location other than at LAC-MA. On January 8, 1988, Dr. Hammer wrote a letter to Belin which stated that he had “decided to create my own museum to house” the Art Collection.

On January 19, 1988, at a meeting of the executive committee of Occidental’s board of directors (“the Executive Committee”), Dr. Hammer proposed that Occidental, in conjunction with the Foundation, construct a museum for the Art Collection. After discussing Occidental’s history of identification with the Art Collection, the Executive Committee decided that it was in Occidental’s best interest to accept Dr. Hammer’s proposal. The Executive Committee approved the negotiation of arrangements for the preliminary design and construction of an art museum.5 It would be located adjacent to Occidental’s headquarters, on the site of an existing parking garage used by Occidental for its employees. The Executive Committee also decided that once the art museum project was substantially defined, a final proposal would be presented to the Board or the Executive Committee for approval and authorization.

The art museum concept was announced publicly on January 21,1988. On February 11,1988, the Board approved the Executive Committee’s prior actions. Occidental informed its shareholders of the preliminary plan to construct The Armand Hammer Museum and Cultural Center of Art (“the Museum”) in its 1987 Annual Report. In accordance with the January 19, 1988 resolutions passed by the Executive Committee, construction of a new parking garage for Occidental began in the fall of 1988. The Board approved a construction bond on November 10, 1988.

On December 15, 1988, the Board was presented with a detailed plan for the Museum proposal. The Board approved the concept and authorized a complete study of the proposal. Following the December 15th Board meeting, the law firm of Dil-worth, Paxson, Kalish & Kauffman (“Dil-worth”) was retained by the Board to examine the Museum proposal and to prepare a memorandum addressing the issues relevant to the Board’s consideration of the proposal.6 The law firm of Skadden, Arps, Slate, Meagher & Flom (“Skadden Arps”) was retained to represent the new legal entity which would be necessitated by the Museum proposal. Occidental’s public accountants, Arthur Andersen & Co. (“Arthur Andersen”), were also asked to examine the Museum proposal.

On or about February 6, 1989, ten days prior to the Board’s prescheduled February 16 meeting, Dilworth provided each member of the Board with a ninety-six page memorandum. It contained a definition of the Museum proposal and the anticipated magnitude of the proposed charitable donation by Occidental. It reviewed the authority of the Board to approve such a donation *53and the reasonableness of the proposed donation. The Dilworth memorandum included an analysis of the donation’s effect on Occidental’s financial condition, the potential for good will and other benefits to Occidental, and a comparison of the proposed charitable contribution by Occidental to the charitable contributions of other corporations.

The advance distribution of the Dilworth memorandum was supplemented on February 10, 1989 by a tax opinion letter from Skadden Arps. That same day, the Board also received a consulting report from the Duncan Appraisal Corporation. The latter document addressed the option price for the Museum’s purchase of Occidental’s headquarters building, museum facility and parking garage in thirty years as contemplated by the Museum proposal.

During the February 16 Board meeting, a Dilworth representative personally presented the basis for that law firm’s analysis of the Museum proposal, as set forth in its February 6 written memorandum. The presentation reviewed again the directors’ standard of conduct in considering the Museum proposal, as well as the financial and tax consequences to Occidental as a result of the donation. Following the Dilworth presentation, the Board resolved to appoint the Special Committee, comprised of its eight independent and disinterested outside directors, to further review and to act upon the Museum proposal:

RESOLVED, that a special committee be, and hereby is appointed for the purpose of considering and acting on the Proposal (the “Special Committee”). A copy of the Proposal is attached hereto as Exhibit “A”;

FURTHER RESOLVED, that the Special Committee shall consist of the following directors of the Corporation: Senator Gore, Mr. Kluge, Mr. Krim, Mr. Nizer, Mr. Nolley, Dr. Piper, Mr. Syriani and Miss Tomich.

FURTHER RESOLVED, that the Special Committee shall have and is hereby granted full authority to consider, act on, approve and authorize the Proposal and the Special Committee’s action respecting the Proposal shall be deemed the action of the Board of Directors of the Corporation and shall bind the Corporation to the same extent as an action of the full Board of Directors.

The Board then adjourned to allow the Special Committee to meet.

The Special Committee consisted of individuals who collectively had approximately eighty years of service on Occidental’s board of directors. In alphabetical order, they are as follows: Albert Gore7; John W. Kluge8; Arthur B. Krim9; Louis Nizer10; George 0. Nolley11; Dr. C. Erwin Piper12; Aziz D. Syriani13; and Rosemary Tomich14. Those Board members were not *54officers of Occidental, and were not associated with the Museum or the Foundation.

On February 16, 1989, following the adjournment of the Board meeting, the Special Committee met to consider the proposal presented to the full Board for establishing the Museum. The Special Committee requested the representatives of Dilworth to attend the meeting to respond to any questions relating to its February 6, 1989 opinion letter and memorandum. The Special Committee also asked representatives from Skadden Arps and Arthur Andersen to attend its meeting to address questions concerning the proposed charitable contribution.15

The minutes of the February 16, 1989 meeting of the Special Committee outline its consideration of the Museum proposal. Those minutes reflect that many questions were asked by members of the Special Committee and were answered by the representatives of Dilworth, Skadden Arps, or Arthur Andersen. As a result of its own extensive discussions, and in reliance upon the experts’ opinions, the Special Committee concluded that the establishment of the Museum, adjacent to Occidental’s corporate offices in Los Angeles, would provide benefits to Occidental for at least the thirty-year term of the lease. The Special Committee also concluded that the proposed museum would establish a new cultural landmark for the City of Los Angeles.

On February 16, 1989, the Special Committee unanimously approved the Museum proposal, subject to certain conditions. The proposal approved by the Special Committee included the following provisions:

(1) Occidental would construct a new museum building, renovate portions of four floors of its adjacent headquarters for use by the Museum, and construct a parking garage beneath the museum for its own use for a total cost of approximately $50 million.

(2) Occidental would lease the Museum building and the four floors of its headquarters to the Museum rent-free for a term of thirty years. Occidental would continue to pay the property taxes, and the Museum would pay the utilities and maintenance expenses;

(3) Occidental would purchase a thirty-year annuity at an estimated cost of $35.6 million to provide for the funding of the Museum’s operations during its initial years;

(4) Occidental would grant the Museum an irrevocable option to purchase the Museum building, the parking garage, and the Occidental headquarters building in thirty years for $55 million;

(5) Dr. Hammer and the Foundation would transfer the Art Collection entirely to the Museum;

(6) The Museum would be named for Dr. Hammer — The Armand Hammer Museum of Art and Cultural Center.

(7) Occidental would have representation on the board of directors of the Museum;

(8) Occidental would receive public recognition for its role in establishing the Museum, for example, by the naming of the courtyard, library, or auditorium for Occidental and Occidental would have the right to use the Museum, and be entitled to “corporate sponsor” rights.

The Special Committee’s unanimous approval of the proposal was subject to the following conditions:

(1) The incorporation of the Museum as a non-profit corporation under Delaware law;

(2) The determination by the Internal Revenue Service that the Museum would be a tax-exempt entity under the Internal Revenue Code;

(3) The receipt of supplementation of the February opinion letters to reflect tax issues discussed at the meeting, including the question of self-dealing; and

(4) The execution of the necessary documents relating to (a) the lease of the Museum facilities, (b) the Museum’s option to purchase Occidental’s headquarters, (c) Occidental’s lease-back rights if the option was exercised, and (d) *55an agreement for the transfer of the Collection from the Foundation and Dr. Hammer to the Museum, including a full inventory of the art.

The Special Committee decided to present requests for expenditures to carry out the foregoing resolutions to the Board in the form of Authorization for Expenditures (“AFE’s”). The AFE’s proposed by the Special Committee were unanimously approved by the Board when it reconvened on February 16, 1989.

On April 25, 1989, Occidental reported the Special Committee’s approval of the Museum proposal to its shareholders in the proxy statement for its annual meeting to be held May 26, 1989. On May 2,1989, the first shareholder action (“the Kahn action”) was filed, challenging Occidental’s decision to establish and fund the Museum proposal. The Sullivan action was filed on May 9, 1989.16 On May 12, 1989, Occidental issued a supplement to the proxy statement.17 The Stepak action was commenced on May 31, 1989.18

Settlement negotiations were entered into almost immediately between Occidental and the attorneys for the plaintiffs in the Sullivan action. The attorney for the plaintiffs in the Kahn action was invited to attend the settlement negotiations. After the parties to the Sullivan action were in substantial agreement, the attorney for the plaintiffs in the Kahn action said it was up to his clients whether to accept the settlement, but that he was not going to recommend it.

On June 3, 1989, the parties to the Sullivan action signed a Memorandum of Understanding that set forth a proposed settlement in general terms. The proposed settlement was subject to the right of the plaintiffs to engage in additional discovery to confirm the fairness and adequacy of the proposed settlement.

On June 9, 1989, the plaintiffs in the Kahn action moved for a preliminary injunction to enjoin the proposed settlement in the Sullivan action and also for expedited discovery. An order granting limited expedited discovery on the motion was entered over the defendants’ objection. The motion for a preliminary injunction was denied by the Court of Chancery on July 19, 1989.

In denying the motion for injunctive relief, the Court of Chancery found that Kahn would suffer no irreparable harm if a proposed settlement in Sullivan was subsequently finalized and submitted for approval since Kahn, as a stockholder of Occidental, would have the opportunity to appear and object to the settlement. The Court of Chancery also identified six issues to be addressed at any future settlement hearing:

(1) the failure of the Special Committee appointed by the directors of Occidental to hire its own counsel and advisors or even to formally approve the challenged acts; (2) the now worthlessness of a prior donation by Occidental to the Los Angeles County Museum; (3) the huge attorney fees which the parties have apparently decided to seek or not oppose; (4) the egocentric nature of some of Armand Hammer’s objections to the Los Angeles County Museum being the recipient of his donation; (5) the issue of who really owns the art; and (6) the lack of any direct substantial benefit to the stockholders.

On July 20, 1989, the Special Committee met to discuss the Museum proposal. At that time, the Special Committee was in *56receipt of a number of documents required as a result of the conditions precedent it had imposed on February 16,1989 before it would finally approve the Museum proposal. Those documents included: the Certificate of Incorporation of The Armand Hammer Museum of Art and Cultural Center, Inc.; Internal Revenue Service correspondence; 19 opinion letters in draft form from Skadden Arps and Dilworth (later supplemented); a draft lease and option agreement; the Memorandum of Understanding in the Sullivan action; a list of the art works being transferred; and a proposed agreement for the transfer of the Collection to the Museum (“Transfer Agreement”). After reviewing the aforementioned documents and revising the Transfer Agreement, the Special Committee unanimously resolved that the conditions for approval, which it had imposed at their February 16, 1989 meeting, had been satisfied. The Special Committee then authorized Occidental to enter into the lease agreement20 with the Museum and “to purchase a thirty-nine million dollar annuity, or other financial arrangement, for the benefit of the Museum, as contemplated by the proposal.”

At its July 20 meeting, the Special Committee also reviewed the July 19, 1989 decision and order of the Court of Chancery denying Kahn’s request for injunctive relief in the Sullivan action. In response to one of the concerns expressed by the Court of Chancery, the Special Committee resolved to retain independent Delaware counsel with no prior connection to Occidental or its officers. Thereafter, this independent counsel would advise the Special Committee with respect to the Museum proposal and the terms of any settlement of the shareholder litigation. The July 20 meeting of the Special Committee then adjourned.

On July 25, 1989, the Special Committee held a telephone conference to initially consider numerous law firms to serve as its independent counsel. The Special Committee reconvened by telephone on August 4, 1989. At that time it retained the law firm of Morris, James, Hitchens & Williams (“Morris James”) as its independent Delaware legal counsel. The Special Committee met with Grover C. Brown, Esquire (“Brown”) of Morris James on August 14, 1989 to discuss the shareholder actions that had been filed and the terms of the proposed settlement agreement in the Sullivan action. It met with Brown again on September 20, 1989, at which time it requested a revised Transfer Agreement, explained the basis for its prior actions, and resolved to continue proceeding as planned.

On October 6, 1989, Occidental’s Board of Directors, by unanimous written consent, delegated full authority to the Special Committee to settle the shareholder litigation filed in Delaware on Occidental’s behalf. Following this delegation of authority, Morris James submitted a written report to the Special Committee on the advisability of settlement. Additional questions from the Special Committee regarding the settlement were directed to Brown after a telephone meeting of the Special Committee on October 19, 1989.

The Special Committee met again on November 16, 1989. Prior to that meeting, the Special Committee received a draft of the Stipulation of Settlement of the Sullivan action, a revised Transfer Agreement in accordance with its September 20 request, and an abstract and analysis of the Transfer Agreement prepared by Morris James. At the meeting on November 16, all of these documents were discussed with Brown of Morris James. The form of a stipulation of settlement was approved unanimously by the Special Committee.

The parties to the Sullivan action presented the Court of Chancery with a fully executed Stipulation of Compromise, Settlement and Release agreement (“the Settlement”) on January 24, 1990. This agreement was only slightly changed from the June 3, 1989 Memorandum of Under*57standing. The Settlement, inter alia, provided:

(1) The Museum building shall be named the “Occidental Petroleum Cultural Center Building” with the name displayed appropriately on the building.

(2) Occidental shall be treated as a corporate sponsor by the Museum for as long as the Museum occupies the building.

(3) Occidental’s contribution of the building shall be recognized by the Museum in public references to the facility.

(4) Three of Occidental’s directors shall serve on the Museum’s Board (or no less than one-third of the total Museum Board) with Occidental having the option to designate a fourth director.

(5) There shall be an immediate loan of substantially all of the art collections of Dr. Hammer to the Museum and there shall be an actual transfer of ownership of the collections upon Dr. Hammer’s death or the commencement of operation of the Museum — whichever later occurs.

(6) All future charitable contributions by Occidental .to any Hammer-affiliated charities shall be limited by the size of the dividends paid to Occidental’s common stockholders. At current dividend levels, Occidental’s annual contributions to Hammer-affiliated charities pursuant to this limitation could not exceed approximately three cents per share.

(7) Any amounts Occidental pays for construction of the Museum in excess of $50 million and any amounts paid to the Foundation upon Dr. Hammer’s death must be charged against the agreed ceiling on limitations to Hammer-affiliated charities.

(8) Occidental’s expenditures for the Museum construction shall not exceed $50 million, except that an additional $10 million may be expended through December 31, 1990 but only if such additional expenditures do not enlarge the scope of construction and if such expenditures are approved by the Special Committee. Amounts in excess of $50 million must be charged against the limitation on donations to Hammer-affiliated charities.

(9) Occidental shall be entitled to receive 50% of any consideration received in excess of a $55 million option price for the Museum property or 50% of any consideration the Museum receives from the assignment or transfer of its option or lease to a third party.

(10) Plaintiffs’ attorneys’ fees in the Sullivan action shall not exceed $1.4 million.

The Court of Chancery directed that for settlement purposes, the Sullivan action would be maintained as a stockholder derivative action and as a class action. The action was to be maintained by those plaintiffs, as representatives of the class who held Occidental common stock on April 6, 1989, and their successors in interest up to and including January 2, 1990, excluding the defendants and members of their immediate families. A settlement hearing was scheduled for April 4, 1990.21 The Notice of Pendency of Class and Derivative Action, Proposed Settlement, Settlement Hearing and Right to Appear, was sent to all class members one month prior to the hearing.

In presenting their opposition, the Objectors relied upon the discovery which had been authorized prior to the 1990 hearing on the Settlement, as well as the discovery that had been taken with respect to their 1989 motion for a preliminary injunction. That discovery included answers to interrogatories and responses to requests for the production of documents. That discovery also included the depositions of Dr. Hammer; Daniel N. Belin; Senator Albert Gore, Sr., the acting Chairman of the Special Committee; Ronald Asquith, Vice President of Occidental with the responsibility of overseeing the construction of the park*58ing garage and art museum facilities; and Hillary Gibson, the Director of Development of the Museum, who was responsible for raising funds for its continuing public support. In addition, William Prickett, Esquire (“Prickett”), counsel for Sullivan and Brody, was deposed twice, once in the Sullivan action and once in the Kahn action.

On April 4, 1990, the settlement hearing in the Sullivan action was held.22 A number of shareholders appeared or wrote letters objecting to the Settlement. The Objectors argued that the decision of the Special Committee on February 16 to approve the charitable donation to fund the Museum proposal was neither informed nor deliberate and was not cured by any subsequent conduct. Therefore, the Objectors argued that the actions by the Special Committee were not entitled to the protection of the business judgment rule. The Objectors also argued that the charitable donation to the Museum proposal constituted a waste of Occidental’s corporate assets. Consequently, in view of the merits of the claims being compromised, the Objectors submitted that the benefits of the proposed Settlement in the Sullivan action were inadequate.

On August 7, 1990, the Court of Chancery found the Settlement to be reasonable under all of the circumstances. The Court of Chancery concluded that the claims asserted by the shareholder plaintiffs would likely be dismissed before or after trial. While noting its own displeasure with the Settlement, the Court of Chancery explained that its role in reviewing the proposed Settlement was restricted to determining in its own business judgment whether, on balance, the Settlement was reasonable.23 The Court opined that although the benefit to be received from the Settlement was meager, it was adequate considering all the facts and circumstances.

Standard of Review

The Objectors argue that the Court of Chancery erroneously concluded that the Settlement was fair, reasonable and adequate to protect the interests of the shareholders of Occidental. “In analyzing such arguments, this Court has always been assiduous in distinguishing between the function and legal obligations imposed upon the Court of Chancery in initially reviewing a proposed settlement and the appropriate appellate standards by which this Court must subsequently examine such a decision.” Nottingham Partners v. Dana, Del.Supr., 564 A.2d 1089, 1101-02 (1989). Those separate and distinct legal principles are both well established. Id. at 1102 (citing Rome v. Archer, Del.Supr., 197 A.2d 49, 53-54 (1964); Polk v. Good, Del.Supr., 507 A.2d 531, 535-36 (1986)).

Delaware law, as a general proposition, favors the voluntary settlement of contested issues. Id. “However, the settlement of a class action is unique in that, ‘because of the fiduciary character of a class action, the Court of Chancery must *59participate in the consummation of a settlement to the extent of determining its intrinsic fairness.’ ” Id. (quoting Rome v. Archer, 197 A.2d at 53). In determining the fairness of a settlement, the Court of Chancery is not required to afford the parties an opportunity to have a trial on the merits of the issues presented. Id. Nevertheless, the approval of a class action settlement by the Court of Chancery does require more than a cursory scrutiny of the issues presented. Id. The balance between these two extremes has been described as follows:

Under Rome, the [Court of Chancery’s] function is to consider the nature of the [plaintiff’s] claim, the possible defenses thereto, the legal and factual circumstances of the case, and then to apply its own business judgment in deciding whether the settlement is reasonable in light of these factors.

Polk v. Good, 507 A.2d at 535 (citing Rome v. Archer, 197 A.2d at 53). “If, in the light of these matters, the Court of Chancery approves the settlement as reasonable through the exercise of sound business judgment, its function as the so-called third party to the settlement has been discharged.” Nottingham Partners v. Dana, 564 A.2d at 1102 (quoting Rome v. Archer, 197 A.2d at 53-54).

In an appeal from the Court of Chancery, following the approval of a settlement of a class action, the function of this Court is more limited in its nature. Id.; see also Polk v. Good, 507 A.2d at 536. This Court does not review the record to determine the intrinsic fairness of the settlement in light of its own business judgment. Nottingham Partners v. Dana, 564 A.2d at 1102. This Court reviews the record “solely for the purpose of determining whether or not the Court of Chancery abused its discretion by the exercise of its business judgment.” Id. (citing Polk v. Good, 507 A.2d at 536).

Although the applicable standard of appellate review requires this Court to consider the entire record, “if the findings and conclusions of the trial judge are supported by the record and [are] the product of an orderly and logical deductive process, they will be accepted.” Id. (citing Levitt v. Bouvier, Del.Supr., 287 A.2d 671, 673 (1972)). Consequently, for this Court to set aside a settlement which has been found by the Court of Chancery to be fair and reasonable, the evidence in the record must be so strongly to the contrary that the approval of the settlement constituted an abuse of discretion. Id. (citing Rome v. Archer, 197 A.2d at 54).

Claims and Defenses

Initially, we will review the Court of Chancery’s examination of the nature of the shareholder plaintiffs’ claims and the possible defenses thereto, in the context of the legal and factual circumstances presented. The proponents of the Settlement argued that the business judgment rule could undoubtedly have been invoked successfully by the defendants as a complete defense to the shareholder plaintiffs’ claims. The business judgment rule “creates a presumption ‘that in making a business decision the directors of a corporation acted on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation.’ ” Polk v. Good, 507 A.2d at 536 (quoting Aronson v. Lewis, Del.Supr., 473 A.2d 805, 812 (1984)). The Objectors presented several alternative arguments in support of their contention that the shareholder plaintiffs would have been, able to rebut the defense based on the protection which the presumption of the business judgment rule provides. Each of those arguments was based, at least in part, upon this Court’s decision in Smith v. Van Gorkom, Del.Supr., 488 A.2d 858 (1985).

First, the Objectors submitted that the business judgment rule would probably not protect the actions of the Special Committee because the independence of the Special Committee was questionable. In support of that argument, the Objectors assert that at least four members of the Special Committee had close ties to Dr. Hammer and *60personal business dealings with him.24 After examining the record, the Court of Chancery found that the Objectors had not established any facts that the Special Committee had any self-interest in the transaction either from a personal financial interest or from a motive for entrenchment in office. See Grobow v. Perot, Del.Supr., 539 A.2d 180, 188 (1988). The Court of Chancery also concluded that there was no evidence in the record indicating that any of the members of the Special Committee were in fact dominated by Dr. Hammer or anyone else.

Second, in a related argument, the Objectors argued that the presumption of the business judgment rule would have been overcome because the Special Committee proceeded initially without retaining independent legal counsel. In fact, that was a concern identified by the Court of Chancery in its July 19, 1989 opinion. However, in approving the Settlement, the Court of Chancery noted that the Special Committee had retained independent counsel, and “subsequently, and for the first time, formally approved the challenged charitable contributions.” Thus, the Court of Chancery specifically found that the Special Committee had the advice of independent legal counsel before it finally approved the Museum proposal.

In this appeal, with respect to the aforementioned finding, the Objectors submit that the Court of Chancery’s eventual approval of the Settlement was based upon its mistaken belief that a major judicial concern, i.e., the failure of the Special Committee to retain independent counsel prior to its formal approval of the Museum proposal, had been rectified. In particular, the Objectors contend that the Special Committee formally approved the Museum proposal at its July 20,1989 meeting. The parties all agree that the Special Committee retained its independent legal counsel on August 4, 1989. Therefore, the Objectors argue that the Court of Chancery’s conclusion that the business judgment rule would apply was based upon an erroneous premise.

In response to that argument by the Objectors, the proponents of the Settlement submit the record reflects that the Special Committee reviewed and ratified all of its prior actions on September 20, 1989, after retaining independent legal counsel. Accordingly, the proponents of the Settlement contend that, whether the September 20, 1989 action by the Special Committee is characterized as the first final approval of the Museum proposal or as a re-approval of its action taken on July 20, 1989, the Special Committee’s ultimate decision to proceed with the Museum proposal was based upon the advice of independent counsel.

The Objectors’ third argument in the Court of Chancery, challenging the viability of the business judgment rule as a successful defense, was based upon Van Gor-kom and contended that the Special Committee and other directors were grossly negligent in failing to inform themselves of all material information reasonably available to them.25 Thus, the Objectors argued that even if, arguendo, the Special Committee was itself independent and formally approved the Museum proposal after its retention of independent legal counsel, such approval would not have cured the Special Committee’s prior failure to exercise due care. The Court of Chancery found the record showed that the Special Committee had given due consideration to the Museum proposal and rejected the Objectors’ argument to the contrary. See generally Smith v. Van Gorkom, Del.Supr., 488 A.2d 858 (1985).

*61The Court of Chancery carefully considered each of the Objectors’ arguments in response to the merits of the suggested business judgment rule defense. It concluded that if the Sullivan action proceeded, it was highly probable in deciding a motion to dismiss, a motion for summary judgment, or a post-trial motion, the actions of “the Special Committee would be protected by the presumption of propriety afforded by the business judgment rule.” Specifically, the Court of Chancery concluded that it would have been decided that the Special Committee, comprised of Occidental’s outside directors, was independent and made an informed decision to approve the charitable donation to the Museum proposal. These conclusions by the Court of Chancery are supported by the record and are the product of an orderly and logical deductive process. Barkan v. Amsted Industries Inc., Del.Supr., 567 A.2d 1279, 1284 (1989); Nottingham Partners v. Dana, 564 A.2d at 1102; Polk v. Good, 507 A.2d at 536; cf. Rome v. Archer, 197 A.2d at 54.

Following its analysis and conclusion that the business judgment rule would have been applicable to any judicial examination of the Special Committee’s actions, the Court of Chancery considered the shareholder plaintiffs’ claim that the Board and the Special Committee’s approval of the charitable donation to the Museum proposal constituted a waste of Occidental’s corporate assets. In doing so, it recognized that charitable donations by Delaware corporations are expressly authorized by 8 Del.C. § 122(9). It also recognized that although § 122(9) places no limitations on the size of a charitable corporate gift, that section has been construed “to authorize any reasonable corporate gift of a charitable or educational nature.” Theodora Holding Corp. v. Henderson, Del.Ch., 257 A.2d 398, 405 (1969). Thus, the Court of Chancery concluded that the test to be applied in examining the merits of a claim alleging corporate waste “is that of reasonableness, a test in which the provisions of the Internal Revenue Code pertaining to charitable gifts by corporations furnish a helpful guide.” Id. We agree with that conclusion.

The Objectors argued that Occidental’s charitable contribution to the Museum proposal was unreasonable and a waste of corporate assets because it was excessive.26 The Court of Chancery recognized that not every charitable gift constitutes a valid corporate action. Nevertheless, the Court of Chancery concluded, given the net worth of Occidental, its annual net income before taxes, and the tax benefits to Occidental, that the gift to the Museum was within the range of reasonableness established in Theodora Holding Corp. v. Henderson, Del.Ch., 257 A.2d 398, 405 (1969). Therefore, the Court of Chancery found that it was “reasonably probable” that plaintiffs would fail on their claim of waste. That finding is supported by the record and is the product of an orderly and logical deductive process. Barkan v. Amsted Industries Inc., 567 A.2d at 1284; Nottingham Partners v. Dana, 564 A.2d at 1102; Polk v. Good, 507 A.2d at 536; cf. Rome v. Archer, 197 A.2d at 54.

Adequacy of the Settlement

In examining the Settlement, the Court of Chancery applied the analysis set forth by this Court in Rome and its progeny. First, the Court of Chancery evaluated not only the nature of the shareholder plaintiffs’ claims but also the possible defenses to those claims. In weighing the validity of the claims and the benefits provided by the Settlement, it was neither *62necessary nor desirable for the Court of Chancery to try the case or to definitively decide the merits of any of the issues.27 Nottingham Partners v. Dana 564 A.2d at 1102; Polk v. Good, 507 A.2d at 536; Rome v. Archer, 197 A.2d at 53. Nevertheless, the Objectors were permitted to take discovery for the purpose of developing a record to support their contentions. After carefully evaluating the parties’ respective legal positions, the Court of Chancery opined that “the [shareholder plaintiffs’] potential for ultimate success on the merits [in the Sullivan action] is, realistically, very poor.”28

Second, in accordance with the procedures set forth in Rome, after considering the legal and factual circumstances of the case sub judice, the Court of Chancery examined the value of the Settlement. The proponents of the Settlement argued that the monetary value of having the Museum building called the “Occidental Petroleum Cultural Center Building” was approximately ten million dollars. The Court of Chancery noted that, in support of their valuation arguments, the proponents also argued that the Settlement: (1) reinforced and assured Occidental’s identification with and meaningful participation in the affairs of the Museum; (2) reinforced and protected the charitable nature and consequences of Occidental’s gifts by securing the prompt delivery and irrevocable transfer of the Art Collection to the Museum; (3) imposed meaningful controls upon the total construction costs that Occidental will pay, which had already forced the reduction of the construction budget by $19.4 million; (4) placed meaningful restrictions upon Occidental’s future charitable donations to “Hammer” affiliated entities and avoided increases in posthumous payments to the Foundation or any other designated recipient after Dr. Hammer’s death; (5) restored to Occidental an equitable portion of any appreciation of the properties in the event the Museum exercised its option and disposed of the properties or transferred its option for value; and (6) guaranteed that the Art Collection would continue to be located in the Los Angeles area and remain available for the enjoyment of the American public rather than dissipated into private collections or sold abroad.

The Court of Chancery characterized the proponents’ efforts to quantify the monetary value of most of the Settlement benefits as “speculative.” The Court of Chancery also viewed the estimate that naming the building for Occidental would have a ten million dollar value to Occidental with “a good deal of skepticism.” Nevertheless, the Court of Chancery found that Occidental would, in fact, receive an economic benefit in the form of good will from the charitable donation to the Museum proposal. It also found that Occidental would derive an economic benefit from being able to utilize the Museum, adjacent to its corporate headquarters, in the promotion of its business.

Finally, the Court of Chancery applied its own independent business judg*63ment in deciding whether the Settlement was fair and reasonable. In doing so, the Court of Chancery was called upon to function in its special role as the so-called third party to the Settlement. Barkan v. Amsted Industries Inc., 567 A.2d at 1283-84; Nottingham Partners v. Dana, 564 A.2d at 1102 (quoting Rome v. Archer, 197 A.2d at 53-54). This required it to balance the policy preference for settlement against the need to insure that the interests of the shareholders, as a class, had been fairly represented. Barkan v. Amsted Industries, Inc., 567 A.2d at 1283 (citing Rome v. Archer, 197 A.2d at 53).

In discharging its special role in the case sub judice, the Court of Chancery properly evaluated the value of the Settlement in the context of the strength of the claims which were being compromised. Nottingham Partners v. Dana, 564 A.2d at 1103. As this Court stated in Barkan v. Amsted Industries, Inc., 567 A.2d at 1285:

The strength of claims raised in a class action lawsuit helps to determine whether the consideration received for their settlement is adequate and whether dismissal with prejudice is appropriate. Thus, if the [Court of Chancery] were to find that the plaintiff class was being asked to sacrifice a facially credible claim for a small consideration, he would be justified in rejecting a settlement as unfair. Conversely, where the [Court of Chancery] finds that the plaintiff’s potential challenges have little chance of success, he has good reason to approve the proposed settlement.

The Court of Chancery found that “the benefit [of the Settlement] to the stockholders of Occidental is sufficient to support the Settlement and is adequate, if only barely so, when compared to the weakness of the plaintiffs’ claims.” The Court of Chancery concluded that “although the Settlement is meager, it is adequate considering all the facts and circumstances.”

“[W]hen the Court of Chancery reviews the fairness of a settlement, it must evaluate all of the circumstances of the settlement by using its own business judgment.” Barkan v. Amsted Industries, Inc., 567 A.2d at 1284. The Court of Chancery’s broad special role contrasts sharply with this Court’s own limited one. Because the Court of Chancery’s decision constitutes an exercise of discretion, this Court reviews the record simply to determine whether that discretion has been abused. Polk v. Good, 507 A.2d at 536. “We do not exercise our own business judgment in an effort to evaluate independently the intrinsic fairness of the settlement.” Barkan v. Amsted Industries, Inc., 567 A.2d at 1284. “Because the Court of Chancery is in the best position to evaluate the factors that support a settlement, we will not second-guess its business judgment upon appeal.” Id. “Rather, if the findings and conclusions of the Court of Chancery ‘are supported by the record and are the product of an orderly and logical deductive process, they will be accepted’ and the decision will be affirmed.” Id. (quoting Levitt v. Bouvier, 287 A.2d at 673). The Court of Chancery’s decision to approve the Settlement in the Sullivan action is supported by the record and is the product of an orderly and logical deductive process.

Conclusion

The reasonableness of a particular class action settlement is addressed to the discretion of the Court of Chancery, on a case by case basis, in light of all of the relevant circumstances. Evans v. Jeff D., 475 U.S. 717, 742, 106 S.Ct. 1531, 1545, 89 L.Ed.2d 747, reh’g denied, 476 U.S. 1179, 106 S.Ct. 2909, 90 L.Ed.2d 995 (1986). In this case, we find that all of the Court of Chancery’s factual findings of fact are supported by the record. We also find that all of the legal conclusions reached by the Court of Chancery were based upon a proper application of well established principles of law. Consequently, we find that the Court of Chancery did not abuse its discretion in deciding to approve the Settlement in the Sullivan action. Barkan v. Amsted Industries, Inc., 567 A.2d at 1285; Nottingham Partners v. Dana, 564 A.2d at 1104; Polk v. Good, 507 A.2d at 536-39; Rome v. Archer, 197 A.2d at 58. Therefore, the decision of the Court of Chancery is AFFIRMED.

*64ORDER

This 9th day of July, 1991, it appears to the Court that:

1) Dr. Armand Hammer, a defendant below and one of the appellees in the above-captioned appeal, died on December 10, 1990 while the said appeal was pending.

2) On January 29, 1991, the appellants filed a motion to substitute the personal representative of the estate of Dr. Armand Hammer in place of Dr. Armand Hammer as a defendant-appellee in this matter.

3) On or about June 20, 1991, Michael Hammer was appointed Special Administrator of the estate of Armand Hammer, with powers of a general administrator, by the Superior Court of California, County of Los Angeles, Central Branch.

4) On July 5, 1991, Michael Hammer, in his capacity as Special Administrator of the estate of Armand Hammer, filed (i) a suggestion of death in this Court regarding the late Dr. Armand Hammer, pursuant to Supreme Court Rule 31; (ii) a statement that he had no objection to the substitution of Michael Hammer, Special Administrator of the estate of Armand Hammer, as a defendant-appellee in place of Dr. Armand Hammer; and (iii) designated Young, Conaway, Stargatt & Taylor as his attorneys in the above-captioned appeal.

5) On July 9, 1991, Bruce M. Stargatt, Esquire and Edward B. Maxwell, 2nd, Esquire, Young, Conaway, Stargatt & Taylor, of Wilmington, Delaware, with Bruce W. Kauffman, Esquire and Stephen J. Mathes, Esquire, Dilworth, Paxson, Kalish & Kauffman, of Philadelphia, Pennsylvania, of counsel, entered an appearance for Michael Hammer, Special Administrator of the estate of Armand Hammer.

6) On July 9, 1991, the attorneys for Michael Hammer, Special Administrator for the estate of Armand Hammer, notified this Court that their client adopts the position taken on appeal by Dr. Armand Hammer prior to his death and that, consequently, their client does not desire supplemental briefing or argument before this Court renders its decision in this matter.

NOW, THEREFORE, IT IS HEREBY ORDERED that Michael Hammer, in his capacity as Special Administrator of the estate of Dr. Armand Hammer, is hereby substituted for Dr. Armand Hammer, as a defendant-appellee in this consolidated appeal.

IT IS FURTHER ORDERED that the caption in this consolidated appeal is hereby amended henceforth to be as follows:

*65IN THE SUPREME COURT OF THE STATE OF DELAWARE ALAN R. KAHN, BARNETT STEPAK, CALIFORNIA PUBLIC EMPLOYEES’ RETIREMENT SYSTEM, Objectors Below, Appellants, v. JOSEPH SULLIVAN and ALAN BRODY, Plaintiffs Below, MICHAEL HAMMER, Special Administrator of the Estate of DR. ARMAND HAMMER, OCCIDENTAL PETROLEUM CORPORATION, DR. RAY IRANI, ARTHUR B. KRIM, MORRIE A. MOSS, AZIZ D. SYRIANI, O.C. DAVIS, SENATOR ALBERT GORE, ARTHUR GROMAN, MICHAEL A. HAMMER, DAVID A. HENTSCHEL, J. ROGER HIRL, JOHN KLUGE, LOUIS NIZER, GEORGE O. NOLLEY, DR. C. ERWIN PIPER, GERALD M. STERN, ROSEMARY TOMICH, Defendants Below, THE ARMAND HAMMER MUSEUM OF ART AND CULTURAL CENTER, INC., Intervenor Below, Appellees.

Nos. 301, 312, 313, 1990 (Consolidated)

Court Below: Court of Chancery of the State of Delaware, in and for New Castle County C.A. No. 10823

OPINION

STRINE, Chancellor:

I. Introduction

This is the post-trial decision in an entire fairness case. The controlling stockholder of an NYSE-listed mining company came to the corporation’s independent directors with a proposition. How about you buy my non-publicly traded Mexican mining company for approximately $8.1 billion of your NYSE-listed stock? A special committee was set up to “evaluate” this proposal and it retained well-respected legal and financial advisors.

The financial advisor did a great deal of preliminary due diligence, and generated valuations showing that the Mexican mining company, when valued under a discounted cash flow and other measures, was not worth anything close to $3.1 billion. The $8.1 billion was a real number in the crucial business sense that everyone believed that the NYSE-listed company could in fact get cash equivalent to its stock market price for its shares. That is, the cash value of the “give” was known. And the financial advisor told the special committee that the value of the “get” was more than $1 billion less.

Rather than tell the controller to go mine himself, the special committee and its advisors instead did something that is indicative of the mindset that too often afflicts even good faith fiduciaries trying to address a controller. Having been empowered only to evaluate what the controller put on the table and perceiving that other options were off the menu because of the controller’s own objectives, the special committee put itself in a world where there was only one strategic option to consider, the one proposed by the controller, and thus entered a dynamic where at best it had two options, either figure out a way to do the deal the controller wanted or say no. Abandoning a focus on whether the NYSE-listed mining company would get $3.1 billion in value in the exchange, the special committee embarked on a “relative valuation” approach. Apparently perceiving that its own company was overvalued and had a fundamental value less than its stock market trading price, the special committee assured itself that a deal could be fair so long as the “relative value” of the two companies was measured on the same metrics. Thus, its financial advisor generated complicated scenarios pegging the relative value of the companies and obscuring the fundamental fact that the NYSE-listed company had a proven cash value. These scenarios all suggest that the special committee believed that the standalone value of the Mexican company (the “get”) was worth far less than the controller’s consistent demand for $3.1 billion (the “give”). Rather than reacting to these realities by suggesting that the controller make an offer for the NYSE-listed company at a premium to what the special committee apparently viewed as a plush market price, or making the controller do a deal based on the Mexican company’s standalone value, the special committee and its financial advisor instead took strenuous efforts to justify a transaction at the level originally demanded by the controller.

Even on that artificial basis, the special committee had trouble justifying a deal and thus other measures were taken. The cash flows of the Mexican company, but *64not the NYSE-listed company, were “optimized.” The facts that the Mexican company was having trouble paying its bills, that it could not optimize its cash flows with its current capital base, and that, by comparison, the NYSE-listed company was thriving and nearly debt-free, were slighted. The higher multiple of the NYSE-listed company was used as the bottom range of an exercise to value the Mexican company, thus topping up the target’s value by crediting it with the multiple that the acquirer had earned for itself, an act of deal beneficence not characteristic of Jack Welch, and then another dollop of multiple creme fraiche was added to create an even higher top range. When even these measures could not close the divide, the special committee agreed to pay out a special dividend to close the value gap.

But what remained in real economic terms was a transaction where, after a bunch of back and forth, the controller got what it originally demanded: $3.1 billion in real value in exchange for something worth much, much less — hundreds of millions of dollars less. Even worse, the special committee, despite perceiving that the NYSE-listed company’s stock price would go up and knowing that the Mexican company was not publicly traded, agreed to a fixed exchange ratio. After falling when the deal was announced and when the preliminary proxy was announced, the NYSE-listed company’s stock price rose on its good performance in a rising market for commodities. Thus, the final value of its stock to be delivered to the controller at the time of the actual vote on the transaction was $3.75 billion, much higher than the controller’s original demand. Despite having the ability to rescind its recommendation and despite the NYSE-listed company having already exceeded the projections the special committee used for the most recent year by 37% and the Mexican company not having done so, the special committee maintained its recommendation and thus the deal was voted through.

Although the plaintiff in this case engaged in a pattern of litigation delay that compromised the reliability of the record to some extent and thus I apply a conservative approach to shaping a remedy, I am left with the firm conclusion that this transaction was unfair however one allocates the burden of persuasion under a preponderance of the evidence standard. A focused, aggressive controller extracted a deal that was far better than market, and got real, market-tested value of over $3 billion for something that no member of the special committee, none of its advisors, and no trial expert was willing to say was worth that amount of actual cash. Although directors are free in some situations to act on the belief that the market is wrong, they are not free to believe that they can in fact get $3.1 billion in cash for their own stock but then use that stock to acquire something that they know is worth far less than $3.1 billion in cash or in “fundamental” or “intrinsic” value terms because they believe the market is overvaluing their own stock and that on real “fundamental” or “intrinsic” terms the deal is therefore fair. In plain terms, the special committee turned the “gold” it was holding in trust into “silver” and did an exchange with “silver” on that basis, ignoring that in the real world the gold they held had a much higher market price in cash than silver. That non-adroit act of commercial charity toward the controller resulted in a manifestly unfair transaction.

I remedy that unfairness by ordering the controller to return to the NYSE-listed company a number of shares necessary to remedy the harm. I apply a conservative metric because of the plaintiffs delay, which occasioned some evidentiary uncertainties and which subjected the controller to lengthy market risk. The resulting *65award is still large, but the record could justify a much larger award.

II. Factual Background

An overview of the facts is perhaps useful.

The controlling stockholder in this case is Grupo México, S.A.B. de C.V. The NYSE-listed mining company is Southern Peru Copper Corporation.1 The Mexican mining company is Minera México, S.A. de C.V.2

In February 2004, Grupo Mexico proposed that Southern Peru buy its 99.15% stake in Minera. At the time, Grupo Mexico owned 54.17% of Southern Peru’s outstanding capital stock and could exercise 63.08% of the voting power of Southern Peru, making it Southern Peru’s majority stockholder.

Grupo Mexico initially proposed that Southern Peru purchase its equity interest in Minera with 72.3 million shares of newly-issued Southern Peru stock. This “indicative” number assumed that Minera’s equity was worth $3.05 billion, because that is what 72.3 million shares of Southern Pei’u stock were worth then in cash.3 By stark contrast with Southern Peru, Minera was almost wholly owned by Grupo Mexico and therefore had no market-tested value.

Because of Grupo Mexico’s self-interest in the merger proposal, Southern Peru formed a “Special Committee” of disinterested directors to “evaluate” the transaction with Grupo Mexico.4 The Special Committee spent eight months in an awkward back and forth with Grupo Mexico over the terms of the deal before approving Southern Peru’s acquisition of 99.15% of Minera’s stock in exchange for 67.2 million newly-issued shares of Southern Peru stock (the “Merger”) on October 21, 2004. That same day, Southern Peru’s board of directors (the “Board”) unanimously approved the Merger and Southern Peru and Grupo Mexico entered into a definitive agreement (the “Merger Agreement”). On October 21, 2004, the market value of 67.2 million shares of Southern Peru stock was $3.1 billion. When the Merger closed on April 1, 2005, the value of 67.2 million shares of Southern Peru had grown to $3.75 billion.

This derivative suit was then brought against the Grupo Mexico subsidiary that owned Minera, the Grupo Mexico-affiliated directors of Southern Peru, and the members of the Special Committee, alleging that the Merger was entirely unfair to Southern Peru and its minority stockholders. The parties agree that the appropriate standard of review is entire fairness.

The crux of the plaintiffs argument is that Grupo Mexico received something demonstrably worth more than $3 billion (67.2 million shares of Southern Peru stock) in exchange for something that was not worth nearly that much (99.15% of *66Minera).5 The plaintiff points to the fact that Goldman Sachs, which served as the Special Committee’s financial advisor, never derived a value for Minera that justified paying Grupo Mexico’s asking price, instead relying on a “relative” valuation analysis that involved comparing the discounted cash flow (“DCF”) values of Southern Peru and Minera, and a contribution analysis that improperly applied Southern Peru’s own market EBITDA multiple (and even higher multiples) to Minera’s EBITDA projections, to determine an appropriate exchange ratio to use in the Merger. The plaintiff claims that, because the Special Committee and Goldman abandoned the company’s market price as a measure of the true value of the give, Southern Peru substantially overpaid in the Merger.

The defendants remaining in the case are Grupo Mexico and its affiliate directors who were on the Southern Peru Board at the time of the Merger.6 These defendants assert that Southern Peru and Min-era are similar companies and were properly valued on a relative basis. In other *67words, the defendants argue that the appropriate way to determine the price to be paid by Southern Peru in the Merger was to compare both companies’ values using the same set of assumptions and methodologies, rather than comparing Southern Peru’s market capitalization to Minera’s DCF value. The defendants do not dispute that shares of Southern Peru stock could have been sold for their market price at the time of the Merger, but they contend that Southern Peru’s market price did not reflect the fundamental value of Southern Peru and thus could not appropriately be compared to the DCF value of Minera.

With this brief overview of the basic events and the parties’ core arguments in mind, I turn now to a more detailed recitation of the facts as I find them after trial.7

A. The Key Players

Southern Peru operates mining, smelting, and refining facilities in Peru, producing copper and molybdenum as well as silver and small amounts of other metals. Before the Merger, Southern Peru had two classes of stock: common shares that were traded on the New York Stock Exchange; and “Founders Shares” that were owned by Grupo Mexico, Cerro Trading Company, Inc., and Phelps Dodge Corporation (the “Founding Stockholders”). Each Founders Share had five votes per share versus one vote per share for ordinary common stock. Grupo Mexico owned 43.3 million Founders Shares, which translated to 54.17% of Southern Peru’s outstanding stock and 63.08% of the voting power. Southern Peru’s certificate of in*68corporation and a stockholders’ agreement also gave Grupo Mexico the right to nominate a majority of the Southern Peru Board. The Grupo Mexico-affiliated directors who are defendants in this case held seven of the thirteen Board seats at the time of the Merger. Cerro owned 11.4 million Founders Shares (14.2% of the outstanding common stock) and Phelps Dodge owned 11.2 million Founders Shares (13.95% of the outstanding common stock). Among them, therefore, Grupo Mexico, Cerro, and Phelps Dodge owned over 82% of Southern Peru.

Grupo Mexico is a Mexican holding company listed on the Mexican stock exchange. Grupo Mexico is controlled by the Larrea family, and at the time of the Merger defendant Germán Larrea was the Chairman and CEO of Grupo Mexico, as well as the Chairman and CEO of Southern Peru. Before the Merger, Grupo Mexico owned 99.15% of Minera’s stock and thus essentially was Minera’s sole owner. Minera is a company engaged in the mining and processing of copper, molybdenum, zinc, silver, gold, and lead through its Mexico-based mines. At the time of the Merger, Minera was emerging from — if not still mired in — a period of financial difficulties,8 and its ability to exploit its assets had been compromised by these financial constraints.9 By contrast, Southern Peru was in good financial condition and virtually debt-free.10

B. Grupo Mexico Proposes That Southern Peru Acquire Minera

In 2003, Grupo Mexico began considering combining its Peruvian mining interests with its Mexican mining interests. In September 2003, Grupo Mexico engaged UBS Investment Bank to provide advice with respect to a potential strategic transaction involving Southern Peru and Min-era.

Grupo Mexico and UBS made a formal presentation to Southern Peru’s Board on February 3, 2004, proposing that Southern Peru acquire Grupo Mexico’s interest in Minera from AMC in exchange for newly-issued shares of Southern Peru stock. In that presentation, Grupo Mexico characterized the transaction as “[Southern Peru] to acquire Minera [ ] from AMC in a stock for stock deal financed through the issuance of common shares; initial proposal to issue 72.3 million shares.”11 A foot*69note to that presentation explained that the 72.3 million shares was “an indicative number” of Southern Peru shares to be issued, assuming an equity value of Minera of $3.05 billion and a Southern Peru share price of $42.20 as of January 29, 2004.12 In other words, the consideration of 72.3 million shares was indicative in the sense that Grupo Mexico wanted $3.05 billion in dollar value of Southern Peru stock for its stake in Minera, and the number of shares that Southern Peru would have to issue in exchange for Minera would be determined based on Southern Peru’s market price. As a result of the proposed merger, Min-era would become a virtually wholly-owned subsidiary of Southern Peru. The proposal also contemplated the conversion of all Founders Shares into a single class of common shares.

C. Southern Peru Forms A Special Committee

In response to Grupo Mexico’s presentation, the Board met on February 12, 2004 and created a Special Committee to evaluate the proposal. The resolution creating the Special Committee provided that the “duty and sole purpose” of the Special Committee was “to evaluate the [Merger] in such manner as the Special Committee deems to be desirable and in the best interests of the stockholders of [Southern Peru],” and authorized the Special Committee to retain legal and financial advisors at Southern Peru’s expense on such terms as the Special Committee deemed appropriate.13 The resolution did not give the Special Committee express power to negotiate, nor did it authorize the Special Committee to explore other strategic alternatives.

For the purposes relevant to this decision, the Special Committee’s makeup as it was finally settled on March 12, 2004 was as follows:

• Harold S. Handelsman: Handelsman graduated from Columbia Law School and worked at Wachtell, Lipton, Rosen & Katz as an M & A lawyer before becoming an attorney for the Pritzker family interests in 1978. The Pritzker family is a wealthy family based in Chicago that owns, through trusts, a myriad of businesses. Handelsman was appointed to the Board in 2002 by Cerro, which was one of those Pritz-ker-owned businesses.

• Luis Miguel Palomino Bonilla: Palomino has a Ph.D in finance from the Wharton School at the University of Pennsylvania and worked as an economist, analyst and consultant for various banks and financial institutions. Palomino was nominated to the Board by Grupo Mexico upon the recommendation of certain Peruvian pension funds that held a large portion of Southern Peru’s publicly traded stock.

• Gilberto Perezalonso Cifuentes: Pere-zalonso has both a law degree and an MBA and has managed multi-billion dollar companies such as Grupo Telev-isa and AeroMexico Airlines. Pereza-lonso was nominated to the Board by Grupo Mexico.

• Carlos Ruiz Sacristán: Ruiz, who served as the Special Committee’s Chairman, worked as a Mexican government official for 25 years before co-founding an investment bank, where he advises on M & A and financing transactions. Ruiz was nominated to the Board by Grupo Mexico.14

*70D. The Special Committee Hires Advisors And Seeks A Definitive Proposal From Grupo Mexico

The Special Committee began its work by hiring U.S. counsel and a financial ad-visor. After considering various options, the Special Committee chose Latham & Watkins LLP and Goldman, Sachs & Co. The Special Committee also hired a specialized mining consultant to help Goldman with certain technical aspects of mining valuation. Goldman suggested consultants that the Special Committee might hire to aid in the process; after considering these options, the Special Committee retained Anderson & Schwab (“A & S”).

After hiring its advisors, the Special Committee set out to acquire a “proper” term sheet from Grupo Mexico.15 The Special Committee did not view the most recent term sheet that Grupo Mexico had sent on March 25, 2004 as containing a price term that would allow the Special Committee to properly evaluate the proposal. For some reason the Special Committee did not get the rather clear message that Grupo Mexico thought Minera was worth $3.05 billion.

Thus, in response to that term sheet, on April 2, 2004, Ruiz sent a letter to Grupo Mexico on behalf of the Special Committee in which he asked for clarification about, among other things, the pricing of the proposed transaction. On May 7, 2004, Grupo Mexico sent to the Special Committee what the Special Committee considered to be the first “proper” term sheet,16 making even more potent its ask.

E. The May 7 Term Sheet

Grupo Mexico’s May 7 term sheet contained more specific details about the proposed consideration to be paid in the Merger. It echoed the original proposal, but increased Grupo Mexico’s ask from $3.05 billion worth of Southern Peru stock to $3.147 billion. Specifically, the term sheet provided that:

The proposed value of Minera [] is US$4,3 billion, comprised of an equity value of US$3,147 million [sic] and US$1,153 million [sic] of net debt as of April 2004. The number of [Southern Peru] shares to be issued in respect to the acquisition of Minera [] would be calculated by dividing 98.84% of the equity value of Minera [ ] by the 20-day average closing share price of [Southern Peru] beginning 5 days prior to closing of the [Merger].17

In other words, Grupo Mexico wanted $3.147 billion in market-tested Southern Peru stock in exchange for its stake in Minera. The structure of the proposal, like the previous Grupo Mexico ask, shows that Grupo Mexico was focused on the dollar value of the stock it would receive.

*71Throughout May 2004, the Special Committee’s advisors conducted due diligence to aid their analysis of Grupo Mexico’s proposal. As part of this process, A & S visited Minera’s mines and adjusted the financial projections of Minera management (ie., of Grupo Mexico) based on the outcome of their due diligence.

F. Goldman Begins To Analyze Grupo Mexico’s Proposal

On June 11, 2004, Goldman made its first presentation to the Special Committee addressing the May 7 term sheet. Although Goldman noted that due diligence was still ongoing, it had already done a great deal of work and was able to provide preliminary valuation analyses of the standalone equity value of Minera, including a DCF analysis, a contribution analysis, and a look-through analysis.

Goldman performed a DCF analysis of Minera based on long-term copper prices ranging from $0.80 to $1.00 per pound and discount rates ranging from 7.5% to 9.5%, utilizing both unadjusted Minera management projections and Minera management projections as adjusted by A & S. The only way that Goldman could derive a value for Minera close to Grupo Mexico’s asking price was by applying its most aggressive assumptions (a modest 7.5% discount rate and its high-end $1.00/lb long-term copper price) to the unadjusted Minera management projections, which yielded an equity value for Minera of $3.05 billion. By applying the same aggressive assumptions to the projections as adjusted by A & S, Goldman’s DCF analysis yielded a lower equity value for Minera of $2.41 billion. Goldman’s mid-range assumptions (an 8.5% discount rate and $0.90/lb long-term copper price) only generated a $1.7 billion equity value for Minera when applied to the A & S-adjusted projections. That is, the mid-range of the Goldman analysis generated a value for Minera (the “get”) a full $1.4 billion less than Grupo Mexico’s ask for the give.

It made sense for Goldman to use the $0.90 per pound long term copper price as a mid-range assumption, because this price was being used at the time by both Southern Peru and Minera for purposes of internal planning. The median long-term copper price forecast based on Wall Street research at the time of the Merger was also $0.90 per pound.

Goldman’s contribution analysis applied Southern Peru’s market-based sales, EBITDA, and copper sales multiples to Minera. This analysis yielded an equity value for Minera ranging only between $1.1 and $1.7 billion. Goldman’s look-through analysis, which was a sum-of-the-parts analysis of Grupo Mexico’s market capitalization, generated a maximum equity value for Minera of $1.3 billion and a minimum equity value of only $227 million.

Goldman summed up the import of these various analyses in an “Illustrative Give/ Get Analysis,” which made patent the stark disparity between Grupo Mexico’s asking price and Goldman’s valuation of Minera: Southern Peru would “give” stock with a market price of $3.1 billion to Grupo Mexico and would “get” in return an asset worth no more than $1.7 billion.18

The important assumption reflected in Goldman’s June 11 presentation that a bloc of shares of Southern Peru could yield a cash value equal to Southern Peru’s actual stock market price and was thus worth its market value is worth pausing over. At trial, the defendants disclaimed any reli-*72anee upon a claim that Southern Peru’s stock market price was not a reliable indication of the cash value that a very large bloc of shares — such as the 67.2 million paid to Grupo Mexico — could yield in the market.19 Thus, the price of the “give” was always easy to discern. The question thus becomes what was the value of the “get.” Unlike Southern Peru, Minera’s value was not the subject of a regular market test. Minera shares were not publicly traded and thus the company was embedded in the overall value of Grupo Mexico.

The June 11 presentation clearly demonstrates that Goldman, in its evaluation of the May 7 term sheet, could not get the get anywhere near the give. Notably, that presentation marked the first and last time that a give-get analysis appeared in Goldman’s presentations to the Special Committee.

What then happened next is curious. The Special Committee began to devalue the “give” in order to make the “get” look closer in value.

The DCF analysis of the value of Minera that Goldman presented initially caused concern. As Handelsman stated at trial, “when [the Special Committee] thought that the value of Southern Peru was its market value and the value of Minera [ ] was its discounted cash flow value ... *73those were very different numbers.”20 But, the Special Committee’s view changed when Goldman presented it with a DCF analysis of the value of Southern Peru on June 23, 2004.

In this June 23 presentation, Goldman provided the Special Committee with a preliminary DCF analysis for Southern Peru analogous to the one that it had provided for Minera in the June 11 presentation. But, the discount rates that Goldman applied to Southern Peru’s cash flows ranged from 8% to 10% instead of 7.5% to 9.5%. Based on Southern Peru management’s projections, the DCF value generated for Southern Peru using mid-range assumptions (a 9% discount rate and $0.90/lb long-term copper price) was $2.06 billion. This was about $1.1 billion shy of Southern Peru’s market capitalization as of June 21, 2004 ($3.19 billion). Those values “comforted” the Special Committee.21

Again, one must pause over this. “Comfort” is an odd word in this context. What Goldman was basically telling the Special Committee was that Southern Peru was being overvalued by the stock market. That is, Goldman told the Special Committee that even though Southern Peru’s stock was worth an obtainable amount in cash, it really was not worth that much in fundamental terms. Thus, although Southern Peru had an actual cash value of $3.19 billion, its “real,” “intrinsic,”22 or “fundamental” value was only $2.06 billion, and giving $2.06 billion in fundamental value for $1.7 billion in fundamental value was something more reasonable to consider.

Of course, the more logical reaction of someone not in the confined mindset of directors of a controlled company may have been that it was a good time to capitalize on the market multiple the company was getting and monetize the asset.

A third party in the Special Committee’s position might have sold at the top of the market, or returned cash to the Southern Peru stockholders by declaring a special dividend. For example, if it made long-term strategic sense for Grupo Mexico to consolidate Southern Peru and Minera, there was a logical alternative for the Special Committee: ask Grupo Mexico to make a premium to market offer for Southern Peru. Let Grupo Mexico be the buyer, not the seller. If the Special Committee’s distinguished bankers believed that Southern Peru was trading at a premium to fundamental value, why not ask Grupo Mexico to make a bid at a premium to that price? By doing so, the Special Committee would have also probed Grupo Mexico about its own weaknesses, including the fact that Minera seemed to be cash-strapped, having trouble paying its regular bills, and thus unable to move forward with an acquisition of its own. That is, if Grupo Mexico could not buy despite the value it held in Minera, that would bespeak weakness and cast doubt on the credibility of its ask. And if it turned out that Grupo Mexico would buy at a premium, the minority stockholders of Southern Peru would benefit.

*74In other words, by acting like a third-party negotiator with its own money at stake and with the full range of options, the Special Committee would have put Grupo Mexico back on its heels. Doing so would have been consistent with the financial advice it was getting and seemed to accept as correct. The Special Committee could have also looked to use its market-proven stock to buy a company at a good price (a lower multiple to earnings than Southern Peru’s) and then have its value rolled into Southern Peru’s higher market multiple to earnings. That could have included buying Minera at a price equal to its fundamental value using Southern Peru’s market-proven currency.

Instead of doing any of these things, the Special Committee was “comforted” by the fact that they could devalue that currency and justify paying more for Minera than they originally thought they should.23

G. The Special Committee Moves Toward Relative Valuation

After the June 23, 2004 presentation, the Special Committee and Goldman began to embrace the idea that the companies should be valued on a relative basis. In a July 8, 2004 presentation to the Special Committee, Goldman included both a revised standalone DCF analysis of Minera and a “Relative Discounted Cash Flow Analysis” in the form of matrices present ing the “indicative number” of Southern Peru shares that should be issued to acquire Minera based on various assumptions.24 The relative DCF analysis generated a vast range of Southern Peru shares to be issued in the Merger of 28.9 million to 71.3 million. Based on Southern Peru’s July 8, 2004 market value of $40.30 per share, 28.9 million shares of Southern Peru stock had a market value of $1.16 billion, and 71.3 million shares were worth $2.87 billion.25 In other words, even the highest equity value yielded for Minera by this analysis was short of Grupo Mexico’s actual cash value asking price.

The revised standalone DCF analysis applied the same discount rate and long-term copper price assumptions that Goldman had used in its June 11 presentation to updated projections. This time, by applying a 7.5% discount rate and $1.00 per pound long-term copper price to Minera management’s projections, Goldman was only able to yield an equity value of $2.8 billion for Minera. Applying the same aggressive assumptions to the projections as adjusted by A & S generated a standalone equity value for Minera of only $2.085 billion. Applying mid-range assumptions (a discount rate of 8.5% and $0.90/lb long-term copper price) to the A & S-adjusted projections yielded an equity value for Minera of only $1.358 billion.

H. The Special Committee Makes A Counterproposal And Suggests A Fixed Exchange Ratio

After Goldman’s July 8 presentation, the Special Committee made a counterpropo-*75sal to Grupo Mexico that was (oddly) not mentioned in Southern Peru’s proxy statement describing the Merger (the “Proxy Statement”). In this counterproposal, the Special Committee offered that Southern Peru would acquire Minera by issuing 52 million shares of Southern Peru stock with a then-current market value of $2.095 billion.26 The Special Committee also proposed implementation of a fixed, rather than a floating, exchange ratio that would set the number of Southern Peru shares issued in the Merger.27

From the inception of the Merger, Gru-po Mexico had contemplated that the dollar value of the price to be paid by Southern Peru would be fixed (at a number that was always north of $3 billion), while the number of Southern Peru shares to be issued as consideration would float up or down based on Southern Peru’s trading price around the time of closing. But, the Special Committee was uncomfortable with having to issue a variable amount of shares in the Merger. Handelsman testified that, in its evaluation of Grupo Mexico’s May 7 term sheet, “it was the consensus of the [Special Committee] that a floating exchange rate was a nonstarter” because “no one could predict the number of shares that [Southern Peru] would have to issue in order to come up with the consideration requested.”28 The Special Committee wanted a fixed exchange ratio, which would set the number of shares that Southern Peru would issue in the Merger at the time of signing. The dollar value of the Merger consideration at the time of closing would vary with the fluctuations of Southern Peru’s market price. According to the testimony of the Special Committee members, their reasoning was that both Southern Peru’s stock and the copper market had been historically volatile, and a fixed exchange ratio would protect Southern Peru’s stockholders from a situation in which Southern Peru’s stock price went down and Southern Peru would be forced to issue a greater number of shares for Minera in order to meet a fixed dollar value.29 As I will discuss later, that position is hard to square with the Special Committee and Southern Peru’s purported bullishness about the copper market in 2004.30

I. Grupo Mexico Sticks To Its Demand

In late July or early August, Grupo Mexico responded to the Special Committee’s counterproposal by suggesting that Southern Peru should issue in excess of 80 million shares of common stock to purchase Minera. It is not clear on the record exactly when Grupo Mexico asked for 80 million shares, but given Southern Peru’s trading history at that time, the market value of that consideration would have been close to $3.1 billion, basically the same place where Grupo Mexico had started.31 The Special Committee viewed Gru-po Mexico’s ask as too high, which is not *76surprising given that the parties were apparently a full billion dollars in value apart, and negotiations almost broke down.

But, on August 21, 2004, after what is described as “an extraordinary effort” in Southern Peru’s Proxy Statement, Grupo Mexico proposed a new asking price of 67 million shares.32 On August 20, 2004, Southern Peru was trading at $41.20 per share, so 67 million shares were worth about $2.76 billion on the market, a drop in Grupo Mexico’s ask.33 Grupo Mexico’s new offer brought the Special Committee back to the negotiating table.

After receiving two term sheets from Grupo Mexico that reflected the 67 million share asking price, the second of which was received on September 8, 2004, when 67 million shares had risen to be worth $3.06 billion on the market,34 Goldman made another presentation to the Special Committee on September 15, 2004. In addition to updated relative DCF analyses of Southern Peru and Minera (presented only in terms of the number of shares of Southern Peru stock to be issued in the Merger), this presentation contained a “Multiple Approach at Different EBITDA Scenarios,” which was essentially a comparison of Southern Peru and Minera’s market-based equity values, as derived from multiples of Southern Peru’s 2004 and 2005 estimated (or “E”) EBITDA.35 Goldman also presented these analyses in terms of the number of Southern Peru shares to be issued to Grupo Mexico, rather than generating standalone values for Minera. The range of shares to be issued at the 2004E EBITDA multiple (5.0x) was 44 to 54 million; at the 2005E multiple (6.3x) Goldman’s analyses yielded a range of 61 to 72 million shares of Southern Peru stock.36 Based on Southern Peru’s $45.34 share price as of September 15, 2004, 61 to 72 million shares had a cash value of $2.765 billion to $3.26 billion.37

The Special Committee sent a new proposed term sheet to Grupo Mexico on September 23, 2004. That term sheet provided for a fixed purchase price of 64 million shares of Southern Peru (translating to a $2.95 billion market value based on Southern Peru’s then-current closing price).38 The Special Committee’s proposal contained two terms that would protect the minority stockholders of Southern Peru: (1) a 20% collar around the purchase price, which gave both the Special Committee and Grupo Mexico the right to walk away from the Merger if Southern Peru’s stock price went outside of the collar before the stockholder vote; and (2) a voting provision requiring that a majority of the minority stockholders of Southern Peru vote in favor of the Merger. Additionally, the proposal called for Minera’s net debt, which Southern Peru was going to absorb *77in the Merger, to be capped at $1.105 billion at closing, and contained various corporate governance provisions.

J. Grupo Mexico Rejects Many Of The Special Committee’s Proposed Terms But The Parties Work Out A Deal

On September 30, 2004, Grupo Mexico sent a counterproposal to the Special Committee, in which Grupo Mexico rejected the Special Committee’s offer of 64 million shares and held firm to its demand for 67 million shares. Grupo Mexico’s counter-proposal also rejected the collar and the majority of the minority vote provision, proposing instead that the Merger be conditioned on the vote of two-thirds of the outstanding stock. Grupo Mexico noted that conditioning the Merger on a two-thirds shareholder vote obviated the need for the walk-away right requested by the Special Committee, because Grupo Mexico would be prevented from approving the Merger unilaterally in the event the stock price was materially higher at the time of the stockholder vote than at the time of Board approval. Grupo Mexico did accept the Special Committee’s proposed $1.05 billion debt cap at closing, which was not much of a concession in light of the fact that Minera was already contractually obligated to pay down its debt and was in the process of doing so.39

After the Special Committee received Grupo Mexico’s September 30 counterpro-posal, the parties reached agreement on certain corporate governance provisions to be included in the Merger Agreement, some of which were originally suggested by Grupo Mexico and some of which were first suggested by the Special Committee. Without saying these provisions were of no benefit at all to Southern Peru and its outside investors, let me just say that they do not factor more importantly in this decision because they do not provide any benefit above the protections of default law that were economically meaningful enough to close the material dollar value gap that existed.

On October 5, 2004, members of the Special Committee met with Grupo Mexico to iron out a final deal. At that meeting, the Special Committee agreed to pay 67 million shares, dropped their demand for the collar, and acceded to most of Grupo Mexico’s demands. The Special Committee justified paying a higher price through a series of economic contortions. The Special Committee was able to “bridge the gap”40 between the 64 million and the 67 million figures by decreasing Minera’s debt cap by another $105 million, and by getting Grupo Mexico to cause Southern Peru to issue a special dividend of $100 million, which had the effect of decreasing the value of Southern Peru’s stock. According to Special Committee member Handelsman, these “bells and whistles”41 *78made it so that “the value of what was being ... acquired in the merger went up, and the value of the specie that was being used in the merger went down ...42 giving the Special Committee reason to accept a higher Merger price.

The closing share price of Southern Peru was $53.16 on October 5, 2004, so a purchase price of 67 million shares had a market value of $8.56 billion,43 which was higher than the dollar value requested by Grupo Mexico in its February 2004 proposal or its original May 7 term sheet.

At that point, the main unresolved issue was the stockholder vote that would be required to approve the Merger. After further negotiations, on October 8, 2004, the Special Committee gave up on its proposed majority of the minority vote provision and agreed to Grupo Mexico’s suggestion that the Merger require only the approval of two-thirds of the outstanding common stock of Southern Peru.44 Given the size of the holdings of Cerro and Phelps Dodge,45 Grupo Mexico could achieve a two-thirds vote if either Cerro or Phelps Dodge voted in favor of the Merger.

K. The Multi-Faceted Dimensions Of Controlling Power: Large Stockholders Who Want To Get Out Support A Strategic, Long-Term Acquisition As A Prelude To Their Own Exit As Stockholders

Human relations and motivations are complex. One of the members of the Special Committee, Handelsman, represented a large Founding Stockholder, Cerro. This might be seen in some ways to have ideally positioned Handelsman to be a very aggressive negotiator. But Handelsman had a problem to deal with, which did not involve Cerro having any self-dealing interest in the sense that Grupo Mexico had. Rather, Grupo Mexico had control over Southern Peru and thus over whether Southern Peru would take the steps necessary to make the Founding Stockholders’ shares marketable under applicable securities regulations.46 Cerro and Phelps Dodge, consistent with its name, wanted to monetize their investment in Southern Peru and get out.

Thus, while the Special Committee was negotiating the terms of the Merger, Han-delsman was engaged in negotiations of his own with Grupo Mexico.47 Cerro and Phelps Dodge had been seeking registra*79tion rights from Grupo Mexico (in its capacity as Southern Peru’s controller) for their shares of Southern Peru stock, which they needed because of the volume restrictions imposed on affiliates of an issuer by SEC Rule 144.48

It is not clear which party first proposed liquidity and support for the Founding Stockholders in connection with the Merger. But it is plain that the concept appears throughout the term sheets exchanged between Grupo Mexico and the Special Committee, and it is clear that Handelsman knew that registration rights would be part of the deal from the beginning of the Merger negotiations and that thus the deal would enable Cerro to sell as it desired. The Special Committee did not take the lead in negotiating the specific terms of the registration rights provisions — rather, it took the position that it wanted to leave the back-and-forth over the agreement details to Cerro and Grupo Mexico. Handelsman, however, played a key role in the negotiations with Grupo Mexico on Cerro’s behalf.49

At trial, Handelsman explained that there were two justifications for pursuing registration rights — one offered benefits exclusive to the Founding Stockholders, and the other offered benefits that would inure to Southern Peru’s entire stockholder base. The first justification was that Cerro needed the registration rights in order to sell its shares quickly, and Cerro wanted “to get out” of its investment in Southern Peru.50 The second justification concerned the public market for Southern Peru stock. Granting registration rights to the Founding Stockholders would allow Cerro and Phelps Dodge to sell their shares, increasing the amount of stock traded on the market and thus increasing Southern Peru’s somewhat thin public float. This would in turn improve stockholder liquidity, generate more analyst exposure, and create a more efficient market for Southern Peru shares, all of which would benefit the minority stockholders. Handelsman thus characterized the registration rights situation as a “win-win,” because “it permitted us to sell our stock” and “it was good for [Southern Peru] because they had a better float and they had a more organized sale of shares.”51

Handelsman’s tandem negotiations with Grupo Mexico culminated in Southern Peru giving Cerro registration rights for its shares on October 21, 2004, the same day that the Special Committee approved the Merger. In exchange for registration rights, Cerro expressed its intent to vote its shares in favor of the Merger if the Special Committee recommended it. If the Special Committee made a recommendation against the Merger, or withdrew its recommendation in favor of it, Cerro was bound by the agreement to vote against the Merger. Grupo Mexico’s initial proposal, which Handelsman received on October 18, 2004 — a mere three days before *80the Special Committee was to vote on the Merger — was that it would grant Cerro registration rights in exchange for Cerro’s agreement to vote in favor of the Merger. The Special Committee and Handelsman suggested instead that Cerro’s vote on the Merger be tied to whether or not the Special Committee recommended the Merger. After discussing the matter with the Special Committee, Grupo Mexico agreed.

On December 22, 2004, after the Special Committee approved the Merger but well before the stockholder vote, Phelps Dodge entered into an agreement with Grupo Mexico that was similar to Cerro’s, but did not contain a provision requiring Phelps Dodge to vote against the Merger if the Special Committee did. By contrast, Phelps Dodge’s agreement only provided that, [t]aking into account that the Special Committee ... did recommend ... the approval of the [Merger], Phelps Dodge “expresses] [its] current intent, to [ ] submit its proxies to vote in favor of the [Merger]....”52 Thus, in the event that the Special Committee later withdrew its recommendation to approve the Merger, Cerro would be contractually bound to vote against it, but Grupo Mexico could still achieve the two-thirds vote required to approve the Merger solely with Phelps Dodge’s cooperation. Under the terms of the Merger Agreement, the Special Committee was free to change its recommendation of the Merger, but it was not able to terminate the Merger Agreement on the basis of such a change.53 Rather, a change in the Special Committee’s recommendation only gave Grupo Mexico the power to terminate the Merger Agreement.54

This issue again warrants a pause. Although I am not prepared on this record to find that Handelsman consciously agreed to a suboptimal deal for Southern Peru simply to achieve liquidity for Cerro from Grupo Mexico, there is little doubt in my mind that Cerro’s own predicament as a stockholder dependent on Grupo Mexico’s whim as a controller for registration rights influenced how Handelsman approached the situation. That does not mean he consciously gave in, but it does means that he was less than ideally situated to press hard. Put simply, Cerro was even more subject to the dominion of Gru-po Mexico than smaller holders because Grupo Mexico had additional power over it because of the unregistered nature of its shares.

Perhaps most important, Cerro’s desires when considered alongside the Special Committee’s actions illustrate the tendency of control to result in odd behavior. During the negotiations of the Merger, Cerro had no interest in the long-term benefits to Southern Peru of acquiring Minera, nor did Phelps Dodge. Certainly, Cerro did not want any deal so disastrous that it would tank the value of Southern Peru completely, but nor did it have a rational incentive to say no to a suboptimal deal if that risked being locked into its investments. Cerro wanted to sell and sell then and there. But as a Special Commit*81tee member, Handelsman did not act consistently with that impulse for all stockholders. He did not suggest that Grupo Mexico make an offer for Southern Peru, but instead pursued a long-term strategic transaction in which Southern Peru was the buyer. A short-term seller of a company’s shares caused that company to be a long-term buyer.

L. After One Last Price Adjustment, Goldman Makes Its Final Presentation,

On October 13, 2004, Grupo Mexico realized that it owned 99.15% of Minera rather than 98.84%, and the purchase price was adjusted to 67.2 million shares instead of 67 million shares to reflect the change in size of the interest being sold. On October 13, 2004, Southern Peru was trading at $45.90 per share, which meant that 67.2 million shares had a dollar worth of $3.08 billion.55

On October 21, 2004, the Special Committee met to consider whether to recommend that the Board approve the Merger. At that meeting, Goldman made a final presentation to the Special Committee. The October 21, 2004 presentation stated that Southern Peru’s implied equity value was $3.69 billion based on its then current market capitalization at a stock price of $46.41 and adjusting for debt. Minera’s implied equity value is stated as $3.146 billion, which was derived entirely from multiplying 67.2 million shares by Southern Peru’s $46.41 stock price and adjusting for the fact that Southern Peru was only buying 99.15% of Minera.

No standalone equity value of Minera was included in the October 21 presentation.56 Instead, the presentation included a series of relative DCF analyses and a “Contribution Analysis at Different EBIT-DA Scenarios,” both of which were presented in terms of a hypothetical number of Southern Peru shares to be issued to Grupo Mexico for Minera.57 Goldman’s relative DCF analyses provided various matrices showing the number of shares of Southern Peru that should be issued in exchange for Minera under various assumptions regarding the discount rate, the long-term copper price, the allocation of tax benefits, and the amount of royalties that Southern Peru would need to pay to the Peruvian government. As it had in all of its previous presentations, Goldman used a range of long-term copper prices from $0.80 to $1.00 per pound. The DCF analyses generated a range of the number of shares to be issued in the Merger from 47.2 million to 87.8 million. Based on the then-current stock price of $45.92, this translated to $2.17 billion to $4.03 billion in cash value.58 Assuming the mid-range fig*82ures of a discount rate of 8.5% and a long-term copper price of $0.90 per pound, the analyses yielded a range of shares from 60.7 to 78.7 million.

Goldman’s contribution analysis generated a range of 42 million to 56 million shares of Southern Peru to be issued based on an annualized 2004E EBITDA multiple (4.6x) and forecasted 2004E EBITDA multiple (5.0x), and a range of 58 million to 73 million shares based on an updated range of estimated 2005E EBIT-DA multiples (5.6x to 6.5x). Notably, the 2004E EBITDA multiples did not support the issuance of 67.2 million shares of Southern Peru stock in the Merger. But, 67.2 million shares falls at the higher end of the range of shares calculated using Southern Peru’s 2005E EBITDA multiples. As notable, these multiples were not the product of the median of the 2005E EBITDA multiples of comparable companies identified by Goldman (4.8x). Instead, the multiples used were even higher than Southern Peru’s own higher 2005E EBITDA Wall Street consensus (5.5x) — an adjusted version of which was used as the bottom end of the range. These higher multiples were then attributed to Minera, a non-publicly traded company suffering from a variety of financial and operational problems.

Goldman opined that the Merger was fair from a financial perspective to the stockholders of Southern Peru, and provided a written fairness opinion.

M. The Special Committee And The Board Approve The Merger

After Goldman made its presentation, the Special Committee voted 3-0 to recommend the Merger to the Board. At the last-minute suggestion of Goldman, Han-delsman decided not to vote in order to remove any appearance of conflict based on his participation in the negotiation of Cerro’s registration rights, despite the fact that he had been heavily involved in the negotiations from the beginning and his hands had been deep in the dough of the now fully baked deal.59

The Board then unanimously approved the Merger and Southern Peru entered into the Merger Agreement.

N. The Market Reacts To The Merger

The market reaction to the Merger was mixed and the parties have not presented any reliable evidence about it. That is, neither party had an expert perform an event study analyzing the market reaction to the Merger. Southern Peru’s stock price traded down by 4.6% when the Merger was announced. When the preliminary proxy statement, which provided more financial information regarding the Merger terms, became public on November 22, 2004, Southern Peru’s stock price again declined by 1.45%. But the stock price increased for two days after the final Proxy Statement was filed.

Determining what effect the Merger itself had on this rise is difficult because, as the plaintiff points out, this was not, as the defendants contend, the first time that Southern Peru and Minera’s financials were presented together. Rather, the same financial statements were in the preliminary Proxy Statement and the stock price fell.

*83But, as noted, the plaintiff also offers no evidence that these stock market fluctuations provide a reliable basis for assessing the fairness of the deal because it did not conduct a reliable event study.

In fact, against a backdrop of strong copper prices, the trading price of Southern Peru stock increased substantially by the time the Merger closed. By April 1, 2005, Southern Peru’s stock price had a market value of $55.89 per share, an increase of approximately 21.7% over the October 21, 2004 closing price. But lest this be attributed to the Merger, other factors were in play. This includes the general direction of copper prices, which lifted the market price of not just Southern Peru, but those of its publicly traded competitors.60 Furthermore, Southern Peru’s own financial performance was very strong, as will soon be discussed.

O. Goldman Does Not Update Its Fairness Analysis

Despite rising Southern Peru share prices and performance, the Special Committee did not ask Goldman to update its fairness analysis at the time of the stockholder vote on the Merger and closing— nearly five months after the Special Committee had voted to recommend it. At trial, Handelsman testified that he called a representative at Goldman to ask whether the transaction was still fair, but Handels-man’s phone call hardly constitutes a request for an updated fairness analysis.61

The Special Committee’s failure to determine whether the Merger was still fair at the time of the Merger vote and closing is curious for two reasons.

First, for whatever the reason, Southern Peru’s stock price had gone up substantially since the Merger was announced in October 2004. In March 2005, Southern Peru stock was trading at an average price of $58.56 a share. The Special Committee had agreed to a collarless fixed exchange ratio and did not have a walk-away right. To my mind, an adroit Special Committee would have recognized the need to reevaluate the Merger in light of Southern Peru’s then-current stock price.

Second, Southern Peru’s actual 2004 EBITDA became available before the stockholder vote on the Merger took place, and Southern Peru had smashed through the projections that the Special Committee had used for it62 In the Octo*84ber 21 presentation, Goldman used a 2004E EBITDA for Southern Peru of $733 million and a 2004E EBITDA for Minera of $687 million. Southern Peru’s actual 2004 EBITDA was $1.005 billion, 37% more and almost $300 million more than the projections used by Goldman. Minera’s actual 2004 EBITDA, by contrast, was $681 million, 0.8% less than the projections used by Goldman. As I mentioned earlier, in its contribution analysis Goldman relied on the values (measured in Southern Peru shares) generated by applying an aggressive range of Southern Peru’s 2005E EBITDA multiples to Min-era’s A & S-adjusted and unadjusted projections, not the 2004E EBITDA multiple, but the inaccuracy of Southern Peru’s estimated 2004 EBITDA should have given the Special Committee serious pause. If the 2004 EBITDA projections of Southern Peru — which were not optimized and had been prepared by Grupo Mexico-controlled management — were so grossly low, it provided reason to suspect that the 2005 EBITDA projections, which were even lower than the 2004 EBITDA projections, were also materially inaccurate, and that the assumptions forming the basis of Goldman’s contribution analysis should be reconsidered. Moreover, Southern Peru made $303.4 million in EBITDA in the first quarter of 2005, over 52% of the estimate in Goldman’s fairness presentation for Southern Peru’s 2005 full year performance. Although the first-quarter 2005 financial statements, which covered the period from January 1, 2005 to March 31, 2005, would not have been complete by the time of the stockholder vote, I can reasonably assume that, as directors of Southern Peru, the Special Committee had access to non-public information about Southern Peru’s monthly profit and loss statements. Southern Peru later beat its EBITDA projections for 2005 by a very large margin, 135%,63 a rate well ahead of Minera’s 2005 performance, which beat the deal estimates by a much lower 45%.64

The Special Committee’s failure to get a fairness update was even more of a concern because Cerro had agreed to vote against the Merger if the Special Committee changed its recommendation. The Special Committee failed to obtain a majority of the minority vote requirement, but it supposedly agreed to a two-thirds vote requirement instead because a two-thirds vote still prevented Grupo Mexico from unilaterally approving the Merger. This out was only meaningful, however, if the Special Committee took the recommendation process seriously. If the Special Committee maintained its recommendation, Cerro had to vote for the Merger, and its vote combined with Grupo Mexico’s vote would ensure passage. By contrast, if the Special Committee changed its recommendation, Cerro was obligated to vote against the Merger.

The tying of Cerro’s voting agreement to the Special Committee’s recommendation was somewhat odd, in another respect. In a situation involving a third-party merger sale of a company without a controlling stockholder, the third party will often want to lock up some votes in support of a deal. A large blocholder and the target board *85might therefore negotiate a compromise, whereby the blocholder agrees to vote yes if the target board or special committee maintains a recommendation in favor of the transaction. In this situation, however, there is a factor not present here. In an arm’s-length deal, the target usually has the flexibility to change its recommendation or terminate the original merger upon certain conditions, including if a superior proposal is available, or an intervening event makes the transaction impossible to recommend in compliance with the target’s fiduciary duties. Here, by contrast, Grupo Mexico faced no such risk of a competing superior proposal because it controlled Southern Peru. Furthermore, the fiduciary out that the Special Committee negotiated for in the Merger agreement provided only that the Special Committee could change its recommendation in favor of the Merger, not that it could terminate the Merger altogether or avoid a vote on the Merger. The only utility therefore of the recommendation provision was if the Special Committee seriously considered the events between the time of signing and the stockholder vote and made a renewed determination of whether the deal was fair. There is no evidence of such a serious examination, despite important emerging evidence that the transaction’s terms were skewed in favor of Grupo Mexico.

P.Southern Peru’s Stockholders Approve The Merger

On March 28, 2005, the stockholders of Southern Peru voted to approve the Merger. More than 90% of the stockholders voted in favor of the Merger. The Merger then closed on April 1, 2005. At the time of closing, 67.2 million shares of Southern Peru had a market value of $3.75 billion.65

Q.Cerro Sells Its Shares

On June 15, 2005, Cerro, which had a basis in its stock of only $1.32 per share, sold its entire interest in Southern Peru in an underwritten offering at $40.635 per share. Cerro sold its stock at a discount to the then-current market price, as the low-high trading prices for one day before the sale were $43.08 to $44.10 per share. This illustrates Cerro’s problematic incentives.

R.The Plaintiff Sues The Defendants And The Special Committee

This derivative suit challenging the Merger, first filed in late 2004, moved too slowly, and it was not until June 30, 2010 that the plaintiff moved for summary judgment.66 On August 10, 2010, the defendants filed a cross-motion for summary judgment, or in the alternative, to shift the burden of proof to the plaintiff under the entire fairness standard. On August 11, 2010, the individual Special Committee defendants cross-moved for summary judgment on all claims under Southern Peru’s exculpatory provision adopted under 8 Del. C. § 102(b)(7). At a hearing held on December 21, 2010, I dismissed the Special Committee defendants from the case because the plaintiff had failed to present evidence supporting a non-exculpated breach of their fiduciary duty of loyalty, and I denied all other motions for sum*86mary judgment. This, of course, did not mean that the Special Committee had acted adroitly or that the remaining defendants, Grupo Mexico and its affiliates, were immune from liability.

In contrast to the Special Committee defendants, precisely because the remaining directors were employed by Grupo Mexico, which had a self-dealing interest directly in conflict with Southern Peru, the exculpatory charter provision was of no benefit to them at that stage, given the factual question regarding their motivations. At trial, these individual Grupo Mexico-affiliated director defendants made no effort to show that they acted in good faith and were entitled to exculpation despite their lack of independence. In other words, the Grupo Mexico-affiliated directors did nothing to distinguish each other and none of them argued that he should not bear liability for breach of the duty of loyalty if the transaction was unfairly advantageous to Grupo Mexico, which had a direct self-dealing interest in the Merger. Their liability therefore rises or falls with the issue of fairness.67

In dismissing the Special Committee members on the summary judgment record, I necessarily treated the predicament faced by Cerro and Handelsman, which involved facing additional economic pressures as a minority stockholder as a result of Grupo Mexico’s control, differently than a classic self-dealing interest. I continue, as you will see, to hold that view. Although I believe that Cerro, and therefore Handelsman, were influenced by Cerro’s desire for liquidity as a stockholder, it seems to me counterproductive to equate a legitimate concern of a stockholder for liquidity from a controller into a self-dealing interest.68 I therefore concluded that there had to be a triable issue regarding whether Handelsman acted in subjective bad faith to force him to trial. I concluded then on that record that no such issue of fact existed and even on the fuller trial record (where the plaintiff actually made *87much more of an effort to pursue this angle), I still could not find that Handels-man acted in bad faith to purposely accept an unfair deal. But Cerro, and therefore Handelsman, did have the sort of economic concern that ideally should have been addressed upfront and forthrightly in terms of whether the stockholder’s interest well positioned its representative to serve on a special committee. Put simply, although I continue to be unpersuaded that one can label Handelsman as having acted with the state of mind required to expose him to liability given the exculpatory charter protection to which he is entitled, I am persuaded that Cerro’s desire to sell influenced how Handelsman approached his duties and compromised his effectiveness.

III. Legal Analysis

A. The Standard Of Review Is Entire Fairness

Consistent with the Supreme Court’s decision in Kahn v. Tremont, both the plaintiff and the defendants agree that the appropriate standard of review for the Merger is entire fairness, regardless of the existence of the Special Committee.69 Given this agreement, there is no need to consider whether room is open under our law for use of the business judgment rule standard in a circumstance like this, if the transaction were conditioned upon the use of a combination of sufficiently protective procedural devices.70 Absent some argument by a party to that effect, judicial restraint counsels my accepting the parties’ framework. Where, as here, a controlling stockholder stands on both sides of a transaction, the interested defendants are “required to demonstrate their utmost good faith and the most scrupulous inherent fairness of the bargain.”71 In other words, the defendants with a conflicting self-interest must demonstrate that the deal was entirely fair to the other stockholders.72

*88The entire fairness standard is well-known and has “two basic aspects” of fairness: process (“fair dealing”) and price (“fair price”).73 As explained by our Supreme Court, fair dealing “embraces questions of when the transaction was timed, how it was initiated, structured, negotiated, disclosed to the directors, and how the approvals of the directors and the stockholders were obtained,” and fair price “relates to the economic and financial considerations of the proposed merger, including all relevant factors: assets, market value, earnings, future prospects, and any other elements that affect the intrinsic or inherent value of a company’s stock.”74

Although the concept of entire fairness has two components, the entire fairness analysis is not bifurcated. Rather, the court “determines entire fairness based on all aspects of the entire transaction.”75 Our Supreme Court has recognized, however,' that, at least in non-fraudulent transactions, “price may be the preponderant consideration....”76 That is, although evidence of fair dealing may help demonstrate the fairness of the price obtained, what ultimately matters most is that the price was a fair one.77

Of course, under our law, the defendants may shift the burden of persuasion on entire fairness to the plaintiff in certain circumstances. I now turn to the defendants’ arguments about that issue.

B. Are The Defendants Entitled To Shift The Burden Of Persuasion?

Having served as a trial judge for many years now, it is with some chagrin that I admit that I tried this case without determining in advance which side had the burden of persuasion. But I did not do so lightly. Under the Lynch doctrine,78 when the entire fairness standard applies, controlling stockholders can never escape entire fairness review,79 but they may shift the burden of persuasion by one of two means: they may show that the transac*89tion was approved either by an independent board majority (or in the alternative, a special committee of independent directors) or, assuming certain conditions, by an informed vote of the majority of the minority shareholders.80

1. Is The Burden Shifted Because Of The Special Committee Process?

In this case, the defendants filed a summary judgment motion arguing that the Special Committee process was entitled to dignity under Lynch and shifted the burden of persuasion under the preponderance standard to the plaintiff. I found the summary judgment record insufficient to determine that question for the following reason.

Lynch and its progeny leave doubt in my mind about what is required of a Special Committee to obtain a burden shift. For their part, the defendants argue that what is required is a special committee comprised of independent directors who selected independent advisors and who had the ability to negotiate and reject a transaction. This is, of course, consistent with what one would expect in determining a standard of review that would actually be used in deciding a case. By contrast, the plaintiff stresses that only an effective special committee operates to shift the burden of persuasion,81 and that a factual determination must be made regarding whether the special committee in fact operated with the degree of ardor and skill one would have expected of an arms-length negotiator with true bargaining power.

To my mind, which has pondered the relevant cases for many years, there remains confusion. In the most relevant case, Tremont, the Supreme Court clearly said that to obtain a burden shift, however slight those benefits may be,82 the special committee must “function in a manner which indicates that the controlling shareholder did not dictate the terms of the transaction and that the committee exercised real bargaining power ‘at an arms-length.’ ”83 A close look at Tremont suggests that the inquiry must focus on how the special committee actually negotiated the deal — was it “well functioning”84— rather than just how the committee was set up.85 The test, therefore, seems to contemplate a look back at the substance, and efficacy, of the special committee’s *90negotiations, rather than just a look at the composition and mandate of the special committee.86 That interpretation is confirmed by a closer look at the Supreme Court’s treatment of the factors that the Court found indicated that the special committee “did not operate in an independent or informed manner... ,”87 Although the notion of an “independent” and “informed manner” might suggest that the only relevant factors to that inquiry are those that speak to the special committee’s ties with the controlling stockholder (i.e., its independence) and its ability to retain independent advisors and say no, the majority and concurring decisions in Tremont seem to reveal that was not the approach taken by the Court. Tremont seems to focus both on indicia of independence and indicia of procedural and even substantive fairness. For example, the Supreme Court found problematic the supposedly outside directors’ previous business relationships with the controlling stockholder that resulted in significant financial compensation or influential board positions88 and their selection of advisors who were in some capacity affiliated with the controlling stockholder,89 both of which are factors that speak to the special committee’s facial independence.

But, the Supreme Court also seems to call into question the substance of the special committee’s actual efforts, noting the special committee directors’ heavy reliance on projections prepared by the controlling stockholder,90 their perfunctory effort at scheduling and attending committee meetings,91 and the limitation on the exchange of ideas that resulted from the directors’ failure to fully participate in an active process.92

Judge Quillen’s concurring opinion93 most clearly contemplates a focus on both indicia of independence and indicia of substantive fairness in the negotiation process. In confirming the majority’s ruling to deny the defendants the benefit of the burden shift, Judge Quillen begins by reviewing the special committee’s ties to the controlling stockholder and its selection of questionable advisors (i.e., factors that could be applied early in a case to determine the burden allocation), but then he moves into a discussion where he points to deficiencies in the substance of the special committee’s negotiations, which cannot in *91any easy way be separated from an examination of fairness. The concurrence questions the special committee’s failure to take advantage of certain opportunities to exert leverage over the controlling stockholder 94 as well as its failure to negotiate the price of the stock purchase downward when there was indicia of price manipulation,95 when the controlling stockholder’s chief negotiator knew that the stock was worth less than the market,96 and when the target’s stock price dropped precipitously before the date of signing.97 The concurrence also questions the ultimate fairness of the price and other terms agreed to by the special committee, noting that the substance of the negotiations is “not self-verifying on the independence issue.”98 These references in the concurrence echo the majority opinion itself, which uses phrases like “real bargaining power”99 and “well functioning”100 to describe what is required of the special committee to merit a burden shift, which seem to get at whether the special committee in fact simulated the role that a third-party with negotiating power would have played.101 Thus, to my mind, Tremont implies that there is no way to decide whether the defendant is entitled to a burden shift without taking into consideration the substantive decisions of the special committee, a fact-intensive exercise that overlaps with the examination of fairness itself.

As a trial judge, I note several problems with such an approach. Assuming that the purpose of providing a burden shift is not only to encourage the use of special committees,102 but also to provide a reliable pre-trial guide to the burden of persuasion,103 the factors that give rise to the burden shift must be determinable early in the litigation and not so deeply enmeshed in the ultimate fairness analysis. Thus, factors like the independence of the committee and the adequacy of its mandates *92(i.e., was it given blocking and negotiating power) would be the trigger for the burden shift.

Because the only effect of the burden shift is to make the plaintiff prove unfairness under a preponderance standard, the benefits of clarity in terms of trial presentation and for the formation of special committees would seem to outweigh the costs of such an upfront approach focusing on structural independence. To be clear, such an allocation would still allow the plaintiff to go to trial so long as there was a triable issue regarding fairness. Further, because the burden becomes relevant only when a judge is rooted on the fence post and thus in equipoise, it is not certain that there is really a cost.104

By contrast, the alternative approach leads to situations like this and Tremont itself, where the burden of proof has to be determined during the trial, and where that burden determination is enmeshed in the substantive merits.105 As a trial judge, I take very seriously the standard of review as a prism through which to determine a case. When a standard of review does not function as such, it is not clear what utility it has, and it adds costs and complication to the already expensive and difficult process of complex civil litigation.106 Subsuming within the burden shift analysis questions of whether the special committee was substantively effective in its negotiations with the controlling stockholder — questions fraught with factual complexity — will, absent unique circumstances, guarantee that the burden shift will rarely be determinable on the basis of the pre-trial record alone.107 If we take *93seriously the notion, as I do, that a standard of review is meant to serve as the framework through which the court evaluates the parties’ evidence and trial testimony in reaching a decision, and, as important, the framework through which the litigants determine how best to prepare their cases for trial,108 it is problematic to adopt an analytical approach whereby the burden allocation can only be determined in a post-trial opinion, after all the evidence and all the arguments have been presented to the court.109

But, I am constrained to adhere faithfully to Tremont as written, and I read it and some of its progeny110 as requiring a factual look at the actual effectiveness of the special committee before awarding a burden shift. For that reason, I will, as you will see, find that the burden of persuasion remained with the defendants, because the Special Committee was not “well functioning.” 111 And I will also find, however, that this determination matters little because I am not stuck in equipoise about the issue of fairness. Regardless of who bears the burden, I conclude that the Merger was unfair to Southern Peru and its stockholders.

2. Did The Burden Of Persuasion Shift Because Of The Stockholder Vote?

With much less passion, the defendants also seek to obtain a burden shift by arguing that the Merger ultimately received super-majority support of the stockholders other than Grupo Mexico, and a majority support of the stockholders excluding all of the Founding Stockholders.

The defendants have failed to earn a burden shift for the following reasons. First, in a situation where the entire fairness standard applies because the vote is controlled by an interested stockholder, any burden-shifting should not depend on the after-the-fact vote result but should instead require that the transaction has been conditioned up-front on the approval of a majority of the disinterested stockholders. Chancellor Chandler, in his Rabkin v. Olin Corp. decision,112 took that view *94and was affirmed by our Supreme Court, and it remains sound to me in this context.113 It is a very different thing for stockholders to know that their vote is in fact meaningful and to have a genuine chance to disapprove a transaction than it is to be told, as they were in this case, that the transaction required a two-thirds vote, which would be satisfied certainly because Grupo Mexico, Cerro, and Phelps Dodge had the voting power to satisfy that condition and were clearly intent on voting yes.114 In the latter situation, the vote has little meaning except as a form of protest, especially in a situation like this when there were no appraisal rights because Southern Peru was the buyer.

Second, the defendants have not met their burden to show that the vote was fully informed.115 The Proxy Statement left out a material step in the negotiation process, to wit, the Special Committee’s July counteroffer, offering to give Grupo Mexico only $2.095 billion worth of Southern Peru stock for Minera in response to Grupo Mexico’s ask of $3.1 billion in its May 7, 2004 term sheet. What lends credibility to this counteroffer is that it was made after the Special Committee’s July 8, 2004 meeting with Goldman, where Goldman had presented to the Special Committee Minera’s operating projections, metal price forecasts, and other valuation metrics. After reviewing this information, the Special Committee was still $1 billion short of Grupo Mexico’s ask with an offer that was at the high end of Minera’s standalone value but at the low end of its “relative” value.116 This step showed how deep the *95value gap was in real cash terms. The minority stockholders were being asked to make an important voting decision117 about an acquisition that would nearly double the size of the Company and materially increase the equity stake of the controlling stockholder118 — they should have been informed of the value that the Special Committee placed on Minera at a point in the negotiations when it had sufficient financial information to make a serious offer.

That omission combines with less than materially clear disclosure about the method by which Goldman concluded the Merger was fair. In particular, the Proxy Statement did not disclose the standalone implied equity values for Minera generated by the DCF analyses performed in June 2004 and July 2004, which look sound and generated mid-range values of Minera that were far less than what Southern Peru was paying in the Merger,119 nor did it disclose the standalone implied equity values of either Southern Peru or Minera that were implied by the inputs used in Goldman’s relative DCF analysis underlying the fairness opinion.120 The Proxy Statement thus obscured the fact that the implied equity value of Southern Peru that Goldman used to anchor the relative valuation of Minera was nearly $2 billion less than Southern Peru’s actual market equity value at the time of signing.121 There were additional obscurities in connection with the Southern Peru multiples that Goldman used to support its fairness opinion.

The Proxy Statement did disclose that Minera was valued using multiples tied to Southern Peru’s own multiples, although it was less than clear as to what those multiples were. The Proxy Statement listed a Wall Street consensus EV/2005E EBITDA multiple for Southern Peru of 5.5x in Goldman’s comparable companies chart,122 but *96it did not disclose the full range of EV/ 2005E EBITDA multiples for Southern Peru that Goldman actually used in its contribution analysis to justify the fairness of the relative valuation. The bottom of the range was 5.6x, or Southern Peru’s EV/2005E multiple listed in the comparable companies analysis as apparently adjusted for the dividend, which itself was much higher than the median comparable companies multiple, which was listed at 4.8x123 and critically absent from this generous bottom of the contribution analysis. The range of multiples then proceeded northward, to 6.3x, 6.4x, and 6.5x, with a median of 6.4x.124 These inflated multiples were based not on real market metrics, but on various scenarios using Southern Peru’s internal pessimistic projections for its 2005E EBITDA.125 By failing to disclose the full range of multiples used in the contribution analysis, the Proxy obscured the fact that only these inflated multiples would justify an issuance of over 67 million shares in exchange for Minera,126 multiples that were nearly 33% higher than the Wall Street consensus median multiple of the comparable companies used by Goldman for 2005,127 and 16 % higher than the Wall Street consensus multiple for Southern Peru.128

Moreover, Grupo Mexico went on a road show to its investors, bankers, and other members of the financial community in November 2004 to garner support for the Merger, during which Grupo Mexico presented materials stating that a “Key Term” of the Merger was that the Merger implied a Minera EV/2005E EBITDA of 5.6x.129 This 5.6x multiple was derived from an enterprise value for Minera that itself was calculated by multiplying the 67.2 million shares to be issued by Southern Peru by the stock price of Southern Peru as of October 21, 2004, and then adding Min-era’s debt. This calculation obscures the fact that in order to justify the fairness of the 67.2 million share issuance in the first place, Goldman’s fairness presentation did *97not rely on a 5.6x multiple, but a much higher median multiple of 6.4x.130 Also, the assumptions behind the road show’s advertised 5.6x multiple were not consistent with the assumptions underlying Goldman’s financial opinion. Namely, Grupo Mexico was able to “employ” (to use a non-loaded term) a Wall Street consensus multiple only by inflating Minera’s estimated 2005 EBITDA over what had been used in the Goldman fairness analysis,131 a feat accomplished by assuming a higher copper production than the production figures provided by the A & S adjusted projections as well as Minera’s own unadjusted projections, both of which Goldman used in its final presentation to the Special Committee.132 Put bluntly, Grupo Mexico went out to investors with information that made the total mix of information available to stockholders materially misleading.

For these reasons, I do not believe a burden shift because of the stockholder vote is appropriate, and in any event, even if the vote shifted the burden of persuasion, it would not change the outcome I reach.

C. Was The Merger Entirely Fair?

Whether the Merger was fair is the question that I now answer.

I find, for the following reasons, that the process by which the Merger was negotiated and approved was not fair and did not result in the payment of a fair price. Because questions as to fair process and fair price are so intertwined in this case, I do not break them out separately, but rather treat them together in an integrated discussion.

1. The Special Committee Gets Lost In The Perspective-Distorting World Of Dealmaking With A Controlling Stockholder

I start my analysis of fairness with an acknowledgement. With one exception, which I will discuss, the independence of the members of the Special Committee has not been challenged by the plaintiff. The Special Committee members were competent, well-qualified individuals with business experience. Moreover, the Special Committee was given the resources to hire outside advisors, and it hired not only respected, top tier of the market financial and legal counsel, but also a mining consultant and Mexican counsel. Despite having been let down by their advisors in terms of record keeping, there is little question, but that the members of the Special Committee met frequently. Their hands were on the oars. So why then did their boat go, if anywhere, backward?

This is a story that is, I fear, not new.

From the get-go, the Special Committee extracted a narrow mandate, to “evaluate” a transaction suggested by the majority stockholder.133 Although I conclude that the Special Committee did in fact go further and engage in negotiations, its ap*98proach to negotiations was stilted and influenced by its uncertainty about whether it was actually empowered to negotiate. The testimony on the Special Committee members’ understanding of their mandate, for example, evidenced their lack of certainty about whether the Special Committee could do more than just evaluate the Merger.134

Thus, from inception, the Special Committee fell victim to a controlled mindset and allowed Grupo Mexico to dictate the terms and structure of the Merger. The Special Committee did not insist on the right to look at alternatives; rather, it accepted that only one type of transaction was on the table, a purchase of Minera by Southern Peru. As we shall see, this acceptance influences my ultimate determination of fairness, as it took off the table other options that would have generated a real market check and also deprived the Special Committee of negotiating leverage to extract better terms.

With this blinkered perspective, the first level of rationalization often begins. For Southern Peru, like most companies, it is good to have growth options. Was it rational to think that combining Southern Peru and Minera might be such a growth option, if Southern Peru’s stronger balance sheet and operating capabilities could be brought to bear on Minera? Sure. And if no other opportunities are available because we are a controlled company, shouldn’t we make the best of this chance? Already, the mindset has taken a dangerous path.135

The predicament of Handelsman helps to illustrate this point. Clearly, from the weak mandate it extracted and its failure to push for the chance to look at other alternatives, the Special Committee viewed itself as dealing with a majority stockholder, Grupo Mexico, that would seek its own advantage. Handelsman, as a key representative of Cerro, was even more susceptible to Grupo Mexico’s dominion, precisely because Cerro wanted to be free of its position as a minority stockholder in Gru-po Mexico-controlled Southern Peru. Although I am chary to conclude that the desire of a stockholder to be able to sell its *99shares like other holders is the kind of self-dealing interest that should deem someone like Handelsman interested in the Merger,136 Handelsman was operating under a constraint that was not shared by all stockholders, which was his employer’s desire to sell its holdings in Southern Peru.137 It follows that Handelsman may not have been solely focused on paying the best price in the Merger (even though all things being equal, Cerro, like any stockholder, would want the best possible price) because he had independent reasons for approving the Merger. That is, as between a Merger and no Merger at all, Handelsman had an interest in favoring the deal because it was clear from the outset that Grupo Mexico was using the prospect of causing Southern Peru to grant registration rights to Cerro (and Phelps Dodge) as an inducement to get them to agree to the Merger.138 Thus, Handelsman was not well-incentivized to take a hard-line position on what terms the Special Committee would be willing to accept, because as a stockholder over whom Grupo Mexico was exerting another form of pressure, he faced the temptation to find a way to make the deal work at a sub-optimal price if that would facilitate liquidity for his stockhold-ing employer.139

I thus face the question of whether Cer-ro’s liquidity concern and short-term interests — ones not shared with the rest of the non-founding minority stockholders— should have disabled Handelsman from playing any role in the negotiation process. On the one hand, Cerro’s sale of a majority of its shares at below market price shortly after it obtained registration rights suggests that its interest in liquidity likely dampened its concern for achieving a fair *100price for its shares, especially given its low tax basis in the shares. On the other hand, as a large blocholder representative and experienced M & A practitioner, Han-delsman had knowledge and an employer with an economic investment that in other respects made him a valuable Special Committee member. After hearing Han-delsman’s testimony at trial, I cannot conclude that he consciously acted in less than good faith. Handelsman was not in any way in Grupo Mexico’s pocket, and I do not believe that he purposely tanked the negotiations. But, Cerro’s important liquidity concern had the undeniable effect of extinguishing much of the appetite that one of the key negotiators of the Merger had to say no. Saying no meant no liquidity-

Likewise, Cerro had no intent of sticking around to benefit from the long-term benefits of the Merger, and thus Handels-man was in an odd place to recommend to other stockholders to make a long-term strategic acquisition. In sum, when all these factors are considered, Handelsman was not the ideal candidate to serve as the “defender of interests of minority shareholders in the dynamics of fast moving negotiations.”140 The fact that the Special Committee’s investment bankers pointed out the pickle he was in late in the game and that Handelsman abstained from voting fail to address this concern because the deal was already fully negotiated with Handelsman’s active involvement.

To my mind, the more important point that Handelsman’s predicament makes plain is the narrow prism through which the Special Committee viewed their role and their available options. For example, consider the misalignment between Cer-ro’s interest in selling its equity position in Southern Peru as soon as possible and the fact that the Merger was billed as a long-term, strategic acquisition for the company. What would have been an obvious solution to this mismatch of interests— where both Cerro and Phelps Dodge wanted to get out of Southern Peru and where Grupo Mexico wanted to stay in — would have been for the Special Committee to say to Grupo Mexico: “Why don’t you buy Southern Peru, since you want to increase your equity ownership in this company and everyone else wants to get out?” This simple move would have immediately aligned the interests and investment horizons of Cerro and the rest of the minority shareholders, thus positioning Handelsman as the ideal Special Committee candidate with a maximized level of negotiating gusto. But, the Special Committee did not suggest such a transaction, nor did it even appear to cross the directors’ mind as a possibility.

Why was this so? Because the Special Committee was trapped in the controlled mindset, where the only options to be considered are those proposed by the controlling stockholder.141 When a special committee confines itself to this world, it engages in the self-defeating practice of negotiating with itself — perhaps without even realizing it — through which it nixes certain options before even putting them on the table. Even if the practical reality is that the controlling stockholder has the power to reject any alternate proposal it does not support, the special committee still benefits from a full exploration of its options. What better way to “kick the tires” of the deal proposed by the self-interested controller than to explore what would be available to the company if it *101were not constrained by the controller’s demands? Moreover, the very process of the special committee asking the controlling stockholder to consider alternative options can change the negotiating dynamic. That is, when the special committee engages in a meaningful back-and-forth with the controlling stockholder to discuss the feasibility of alternate terms, the Special Committee might discover certain weaknesses of the controlling stockholder, thus creating an opportunity for the committee to use this new-found negotiating leverage to extract benefits for the minority.

Here, for instance, if the Special Committee had proposed to Grupo Mexico that it buy out Southern Peru at a premium to its rising stock price, it would have opened up the deal dynamic in a way that gave the Special Committee leverage and that was consistent with the Special Committee’s sense of the market. Perhaps Grupo Mexico would have been open to the prospect and there would have been a valuable chance for all of the Southern Peru’s stockholders to obtain liquidity at a premium to a Southern Peru market price that the Special Committee saw as was high in comparison to Southern Peru’s fundamental value. At the very least, it would force Grupo Mexico to explain why it — the party that proposed putting these assets together under its continued control — could not itself be the buyer and finance such a transaction. Was that because it was cash-strapped and dealing with serious debt problems, in part because Minera was struggling? If you need to be the seller, why? And why are you in a position to ask for a high price? If Minera is so attractive, why are you seeking to reduce your ownership interest in it? Part of the negotiation process involves probing and exposing weaknesses, and as a result putting the opponent back on his heels.

In sum, although the Special Committee members were competent businessmen and may have had the best of intentions, they allowed themselves to be hemmed in by the controlling stockholder’s demands. Throughout the negotiation process, the Special Committee’s and Goldman’s focus was on finding a way to get the terms of the Merger structure proposed by Grupo Mexico to make sense, rather than aggressively testing the assumption that the Merger was a good idea in the first place.

2. The Special Committee Could Never Justify The Merger Based On Standalone Valuations Of Minera

This mindset problem is illustrated by what happened when Goldman could not value the “get” — Minera—anywhere near Grupo Mexico’s asking price, the “give.” From a negotiating perspective, that should have signaled that a strong response to Grupo Mexico was necessary and incited some effort to broaden, not narrow, the lens. Instead, Goldman and the Special Committee went to strenuous lengths to equalize the values of Southern Peru and Minera. The onus should have been on Grupo Mexico to prove Minera was worth $3.1 billion, but instead of pushing back on Grupo Mexico’s analysis, the Special Committee and Goldman devalued Southern Peru and topped up the value of Minera. The actions of the Special Committee and Goldman undermine the defendants’ argument that the process leading up to the Merger was fair and lend credence to the plaintiffs contention that the process leading up to the Merger was an exercise in rationalization.

The plaintiff argues that, rather than value Minera so as to obtain the best deal possible for Southern Peru and its minority stockholders, the Special Committee “worked and reworked” their approach to the Merger to meet Grupo Mexico’s demands and rationalize paying *102Grupo Mexico’s asking price.142 The defendants concede that, before settling on relative valuation, Goldman performed a number of other financial analyses of Minera to determine its value, including a standalone DCF analysis, a sum-of-the-parts analysis, a contribution analysis, comparable companies analysis and an ore reserve analysis, and that the results of all of these analyses were substantially lower than Grupo Mexico’s asking price of $3.1 billion.

A reasonable special committee would not have taken the results of those analy-ses by Goldman and blithely moved on to relative valuation, without any continuing and relentless focus on the actual give-get involved in real cash terms. But, this Special Committee was in the altered state of a controlled mindset. Instead of pushing Grupo Mexico into the range suggested by Goldman’s analysis of Minera’s fundamental value, the Special Committee went backwards to accommodate Grupo Mexico’s asking price — an asking price that never really changed. As part of its backwards shuffle, the Special Committee compared unstated DCF values of Southern Peru and Minera and applied Southern Peru’s own EBITDA multiples to Minera’s projections to justify a higher share issuance.

3. The Relative Valuation Technique Is Not Alchemy That Turns A SubOptimal Deal Into A Fair One

The defendants portray relative valuation as the only way to perform an “apples-to-apples” comparison of Southern Peru and Minera.143 But, the evidence does not persuade me that the Special Committee relied on truly equal inputs for its analyses of the two companies. When performing the relative valuation analysis, the cash flows for Minera were optimized to make Minera an attractive acquisition target, but no such dressing up was done for Southern Peru.144 Grupo Mexico hired two mining engineering firms, Winters, Dorsey & Company and Mintec, Inc., to update Minera’s life-of-mine plans and operations. When A & S began conducting due diligence on Min-era, it tested the plans prepared by Winters and Mintec for reasonableness.145 After A & S knocked down some of Min-era’s projections, Mintec revised its analy-ses to produce a new optimization plan for Minera’s Cananea mine (“Alternative 3”) that added material value to Minera’s projections.146 By contrast, no outside *103consultants were hired to update Southern Peru’s life-of-mine plans, although A & S did review Southern Peru management’s projections.147 Goldman’s presentations to the Special Committee indicate that any A & S adjustments to Southern Peru projections were relatively minor.148 The record does not reveal any comparable effort to update and optimize Southern Peru’s projections as if it were being sold, as was being done for Minera. In fact, there is evidence to the contrary: no additional analyses were performed on Southern Peru despite A & S informing the Special Committee that there was “expansion potential” at Southern Peru’s Toquepala and Cuajone mines and “the conceptual studies should be expanded, similar to Alternative 3 ... There is no doubt optimization that can be done to the current thinking that will add value at lower capital expenditures.”149 Also, as of the relevant time period, Minera was emerging from — if not still in — a period of financial distress.150 The Minera projections used in Goldman’s final fairness evaluation were further optimized in that they assumed that the deal would take place,151 which meant that the projections took into account the benefits that Minera would gain by becoming part of Southern Peru. In other words, the process was one where an aggressive seller was stretching to show value in what it was selling, and where the buyer, the Special Committee, was not engaging in a similar exercise regarding its own company’s value despite using a relative valuation approach, where that mattered.

As is relevant in other respects, too, before the Merger vote, the Special Committee had evidence that this approach had resulted in estimated cash flows for Southern Peru that were too conservative. For 2004, Goldman projected EBITDA for Southern Peru that turned out to be almost $300 million lower than the EBITDA that Southern Peru actually attained. By contrast, Minera’s were close to, but somewhat lower than, the mark.

As another technique of narrowing the value gap, Goldman shifted from using Southern Peru’s 2004E EBITDA multiple to a range of its 2005E EBITDA multiples in the contribution analyses of the Merger, which also helped to level out the “give” and the “get” and thereby rationalize Gru-po Mexico’s asking price. As described previously, applying Southern Peru’s 2004E EBITDA multiples did not yield a range of values encompassing 67.2 million shares. Instead, Goldman relied on applying Southern Peru’s higher 2005E multiples to Minera to justify such a figure.

*104Goldman’s decision to apply Southern Peru’s EBITDA multiples to Minera was questionable in the first place. Valuing Minera by applying Southern Peru’s multiple was a charitable move on the part of the Special Committee, and reasonable third-party buyers are generally not charitable toward their acquisition targets.152 Unlike Southern Peru, a Delaware corporation listed on the New York Stock Exchange, Minera was unlisted, subject to Mexican accounting standards, and was not being regulated and overseen by the Securities and Exchange Commission. Moreover, Minera was not in sound financial condition. Why did the Special Committee top up Minera’s multiple to Southern Peru’s own, instead of exploiting for Southern Peru the market-tested value of its acquisition currency? One of the advantages of overvalued stock is that it is cheap acquisition currency; if an acquirer is trading at a higher multiple than the target, it generally takes advantage of that multiple in the acquisition. The Special Committee’s charitable multiple migration is highly suspicious given the involvement of a controlling stockholder on both sides of the deal.

In these respects, the Special Committee was not ideally served by its financial advisors. Goldman dropped any focus on the value of what Southern Peru was giving from its analyses. Taking into account all the testimony and record evidence, both Goldman and the Special Committee believed that Southern Peru’s market price was higher than its fundamental value. But instead of acting on that belief, they did something very unusual, in which Goldman shifted its client’s focus to an increasingly non-real world set of analyses that obscured the actual value of what Southern Peru was getting and that was inclined toward pushing up, rather than down, the value in the negotiations of what Grupo Mexico was seeking to sell. In fairness, I cannot attribute Goldman’s behavior to a fee incentive, because Goldman did not have a contingent fee right based on whether or not the Merger was consummated.153 But Goldman appears to have helped its client rationalize the one strategic option available within the controlled mindset that pervaded the Special Committee’s process.

4. The Special Committee Should Not Have Discounted Southern Pern’s Market Price

A reasonable third-party buyer free from a controlled mindset would not have ignored a fundamental economic fact that is not in dispute here — in 2004, Southern Peru stock could have been sold for price at which it was trading on the New York Stock Exchange. That is, for whatever reasons, the volatile market in which public companies trade was generating a real-world cash value for Southern Peru’s acquisition currency. The defendants concede that whatever bloc of stock Southern Peru gave to Grupo Mexico could have been sold for its market price in American currency, i.e., dollars. Grupo Mexico knew that. The record is clear that Grupo Mexico itself relied on the market price of Southern Peru all along — during the negotiation process, Grupo Mexico kept asking again and again to be paid in approximate*105ly $3.1 billion worth of Southern Peru stock measured at its market price.

It has, of course, been said that under Delaware law fair value can be determined “by any techniques or methods which are generally considered acceptable in the financial community,”154 and “[i]t is not a breach of faith for directors to determine that the present stock market price of shares is not representative of true value or that there may indeed be several market values for any corporation’s stock.”155 As former Chancellor Allen wrote in his Time-Warner decision, which was affirmed by the Delaware Supreme Court, “[J]ust as the Constitution does not enshrine Mr. Herbert’s social statics, neither does the common law of directors’ duties elevate the theory of a single, efficient capital market to the dignity of a sacred text.” 156 But, there are critical differences between this case and Time-Warner. In Time-Warner, the board of Time, however wrongly, believed that the value of the Time-Wamer combination would exceed the value offered by the $200 per share Paramount tender offer when the dust on the Texas deal range ultimately settled.157

Here, the Special Committee did not believe that Southern Peru was being undervalued by the stock market. To the contrary, its financial advisor Goldman, after months of study, rendered analyses suggesting that Southern Peru was being overvalued by the market. The corresponding fundamental analyses of Minera showed that Minera was worth nowhere close to the $3.1 billion in real value that Grupo Mexico was demanding. This was not a situation where Goldman and the Special Committee believed that Minera was being undervalued even more than Southern Peru and therefore that Southern Peru would be getting more than $3.1 billion in value for giving up stock it could sell for $3.1 billion in real cash.

In other words, the Special Committee did not respond to its intuition that Southern Peru was overvalued in a way consistent with its fiduciary duties or the way that a third-party buyer would have. As noted, it did not seek to have Grupo Mexico be the buyer. Nor did it say no to Grupo Mexico’s proposed deal. What it did was to turn the gold that it held (market-tested Southern Peru stock worth in cash its trading price) into silver (equating itself on a relative basis to a financially-strapped, non-market tested selling company), and thereby devalue its own acquisition currency. Put bluntly, a reasonable third-party buyer would only go behind the market if it thought the fundamental values were on its side, not retreat from a focus on market if such a move disadvantaged it. If the fundamentals were on Southern Peru’s side in this case, the DCF value of Minera would have equaled or exceeded Southern Peru’s give. But Goldman and the Special Committee could not generate any responsible estimate of the value of Minera that approached the value of what Southern Peru was being asked to hand over.

Goldman was not able to value Minera at more than $2.8 billion, no matter what valuation methodology it used, even when it based its analysis on Minera management’s unadjusted projections.158 As the *106plaintiff points out, Goldman never advised the Special Committee that Minera was worth $3.1 billion, or that Minera could be acquired at, or would trade at, a premium to its DCF value if it were a public company. Furthermore, the defendants’ expert did not produce a standalone equity value for Minera that justified issuing shares of Southern Peru stock worth $3.1 billion at the time the Merger Agreement was signed.

5. Can It All Be Explained By The Mysterious $1.30 Long-Term Copper Price ?

At trial, there emerged a defense of great subtlety that went like this. In reality, the Special Committee and Goldman did believe that Minera was worth more than $3.1 billion. Deep down, the Special Committee believed that the long-term direction of copper prices was strongly northward, and that as of the time of the deal were more like $1.30 per pound than the $1.00 that was the high range of Goldman’s analysis for the Special Committee. This was, of course, a full $0.40 per pound higher than the $0.90 number used by Southern Peru in its own internal planning documents and its publicly disclosed financial statements, higher than the $0.90 used by Minera in its internal planning process, and higher than the $0.90 median of analyst price estimates identified by Goldman and relied on by Goldman in issuing its fairness opinion.

According to the defendants, as effective negotiators, the Special Committee and Goldman perceived that if one applied this “real” long-term copper price trend to Minera, it would generate very high standalone values for Minera and thus be counterproductive from a negotiating standpoint. Hence, the Special Committee did not use these prices, but rather focused on a relative valuation approach, not because it obscured that Southern Peru was not obtaining a get as good as the give, but so Grupo Mexico would not recognize how great a deal that Southern Peru was getting.

In support of this theory, the defendants presented a qualified academic, Eduardo Schwartz, who testified that if one valued Southern Peru and Minera on a relative valuation basis using the ultimate Goldman assumptions and a $1.30 copper price, Southern Peru actually paid far too little.159 The theory of this expert and the defendants is that a rising copper price would have benefited Minera far more *107than it did Southern Peru.160 Schwartz also says that Southern Peru’s stock market trading price had to be explained by the fact that the stock market was actually using a long-term copper price of $1.80, despite the lower long term price that Southern Peru, other companies, and market analysts were using at the time.161

But what the defendants’ expert did not do is telling. Despite his eminent qualifications, Schwartz would not opine on the standalone value of Minera, he would not lay his marker down on that. Furthermore, the implication that Minera would benefit more than Southern Peru from rising copper prices resulted from taking the assumptions of the Special Committee process itself,162 in which great efforts had been made by Grupo Mexico and the Special Committee to optimize Minera’s value and nothing comparable had been done to optimize Southern Peru’s value. The defendants’ expert appears to have given no weight to the nearly $300 million EBITDA underestimate in the 2004 Southern Peru cash flow estimates, or to the fact that the 2005 estimates for Southern Peru also turned out to be close to $800 million less than estimated, whereas Minera did not outperform the 2004 estimates used in the deal and outperformed the 2005 estimates by a far lower percentage than Southern Peru. The defendants’ position that the Merger was fair in light of rising copper prices is also, as we shall see, undermined by evidence that they themselves introduced regarding the competitive performance of Southern Peru and Minera from 2005 onward to 2010. That evidence illustrates that in terms of generating EBIT-DA, Southern Peru continued to be the company with the comparatively strong performance, while Minera lagged behind.

Even more important, I can find no evidence in the actual record of deal negotiations of any actual belief by the Special Committee or Goldman that long-term copper prices were in fact $1.30, that it would be easy to rationalize a deal at the price Grupo Mexico suggested at copper prices of $1.30, but that for sound negotiating reasons, they would not run DCF anal-yses at that price, but instead move to a relative valuation approach. There is just nothing in the record that supports this as a contemporaneous reality of the negotiating period, as supposed to an after-the-fact rationalization conceived of for litigation purposes.163

The Special Committee members who testified admitted that they were taken aback by Goldman’s analysis of Minera’s standalone value. None said that they insisted that Goldman run models based on higher long-term copper prices or that they believed the long-term price that *108Southern Peru was using in its public filings was too low. It is hard to believe that if the Special Committee felt deep in its deal bones that the long-term copper price was higher than $1.00, it would not have asked Goldman to perform a DCF analysis on those metrics. Importantly, Southern Peru continued to use a long-term copper price of $0.90 per pound for internal planning purposes until December 31, 2007, when it changed to $1.20.164 In terms of the negotiating record itself, the only evidence is that a long-term copper price of $1.00 was deemed aggressive by the Special Committee and its advisors and $0.90 as the best estimate.165 Thus, Schwartz’s conclusion that the market was assuming a long-term copper price of $1.30 in valuing Southern Peru appears to be based entirely on post-hoc speculation. Put simply, there is no credible evidence of the Special Committee, in the heat of battle, believing that the long-term copper price was actually $1.30 per pound but using $0.90 instead to give Southern Peru an advantage in the negotiation process.

Furthermore, the Special Committee engaged in no serious analysis of the differential effect, if any, on Southern Peru and Minera of higher copper prices.166 That is a dynamic question that involves many factors and, as I have found, the Special Committee did not attempt to “optimize” Southern Peru’s cash flows in the way it did Minera’s. The plaintiff argues that by simply re-running his DCF analyses using a long-term copper price assumption of $1.30, Schwartz glosses over key differences in the effect of an increase in long-term copper prices on the reserves of Min-era and Southern Peru. Primarily, the plaintiff argues that if the long-term copper price assumption is increased to $1.30, then Southern Peru’s reserves would have increased far more dramatically than Min-era’s and, therefore, the relative value of the two companies would not remain constant at a higher long-term copper price. The defendants, as discussed above, respond that Minera, not Southern Peru was more sensitive to increases in copper price assumptions, and thus, if higher copper prices are used the deal becomes even more favorable for Southern Peru. It is not clear if anybody really knew, at the time of the Merger, the extent to which the projections of Southern Peru or Minera would have changed in the event that the companies regarded $1.30 per pound as a reliable long-term copper price. But, the parties’ arguments with respect to the relative effects of changes in the long-term copper price on Minera and Southern Peru’s reserves end up being of little importance, because there is no evidence in the record that suggests that anyone at the time of the Merger was contemplating a $1.30 long-term copper price.

The idea that the Special Committee and Goldman believed that copper prices were going steeply higher also makes its decision to seek a fixed exchange ratio *109odd, because the likely result of such price movements would have been, as things turned out, to result in Southern Peru delivering more, not less, in value to Gru-po Mexico as a result of stock market price movements. Remember, the Special Committee said it sought such a ratio to protect against a downward price movement.167 Perhaps this could be yet another indication of just how deeply wise and clandestine the Special Committee’s negotiating strategy was. If the Committee asked for a collar or other limitation on the cash value it would pay in its stock, it would tip off Grupo Mexico that Minera was really worth much more than Southern Peru was paying. This sort of concealed motivation and contradiction is usually the stuff of international espionage, not M & A practice. I cannot say that I find a rational basis to accept that it existed here. To find that the original low standalone estimates, the aggressive efforts at optimizing cash flows, the charitable sharing of Southern Peru’s own multiples, and, as we shall next discuss, the last-gasp measures to close the resulting value gap that yet still remained were simply a cover for a brilliant, but necessarily secret, negotiating strategy by the Special Committee and Goldman is difficult for a mind required to apply secular reasoning, rather than conspiracy theories or mysticism, to the record before me.168

6. Grupo Mexico’s “Concessions” Were Weak And Did Not Close The Fairness Gap

In their briefs, the defendants point to certain deal terms agreed to by Grupo Mexico as evidence of the Special Committee’s negotiating prowess. These provisions include (1) the commitment from Grupo Mexico to reduce Minera’s net debt at closing to $1 billion; (2) the $100 million special transaction dividend paid out by Southern Peru as part of the Merger’s closing; (3) post-closure corporate governance changes at Southern Peru designed to protect minority stockholders, including a requirement for review of related-party transactions; (4) the super-majority vote required to approve the Merger; and (5) the fixed exchange ratio.

But, these so-called “concessions” did little to justify the Merger terms. Grupo Mexico was contractually obligated to pay *110down Minera’s debt because of rising copper prices, and it had already paid down its debt to $1.06 million as of June 30, 2004.169 The dividend both reduced the value of Southern Peru’s stock price, allowing the Special Committee to close the divide between its 64 million share offer and Grupo Mexico’s 67.2 million share asking price and paid out cash to Grupo Mexico, which got 54% of the dividend. Many of the corporate governance provisions were first proposed by Grupo Mexico, including the review of related party transactions, so that Southern Peru would remain compliant with applicable NYSE rules and Delaware law.170 Correctly, Grupo Mexico did not regard the Special Committee’s corporate governance suggestions as differing much from the “status quo.”171 After proposing a $500,000 threshold for review of related-party transactions by an independent committee of the board,172 the Special Committee accepted Grupo Mexico’s counterproposal for a $10 million threshold.173 This was more a negotiation defeat than victory.

As for the two-thirds supermajority vote, the Special Committee assented to it after asking for and not obtaining a majority of the minority vote provision. The Special Committee knew that Cerro and Phelps Dodge wanted to sell, and that along with Grupo Mexico, these large holders would guarantee the vote. At best, the Special Committee extracted the chance to potentially block the Merger if post-signing events convinced it to change its recommendation and therefore wield Cerro’s vote against the Merger.174 But, as I will discuss in the next section, the Special Committee did not do any real thinking in the period between its approval of the Merger and the stockholder vote on the Merger. Furthermore, as has been noted, several key material facts regarding the fairness of the Merger were not, in my view, fairly disclosed.

The Special Committee’s insistence on a fixed exchange ratio, as discussed, is difficult to reconcile with its purported secret belief that copper prices were on the rise. Other than protection against a falling Southern Peru stock price, the only justification for using a fixed versus floating exchange ratio in the Merger was one often cited to when two public companies *111that are both subject to market price fluctuations announce a merger, which is that because they are similar companies and proposing to merge, the values of Southern Peru and Minera would rise and fall together after the market reacts initially to the exchange ratio. Handelsman referred to this justification in his testimony.175 In other words, if the stock price of Southern Peru went up, the value of Minera would go up as well, and the relative valuation would stay the same. This would make more sense in a merger between two companies in the same industry with publicly traded stock, because both companies would have actual stock prices that might change because of some of the same industry-wide forces and because both stocks might trade largely on the deal, after the initial exchange ratio is absorbed into their prices. Here, by contrast, only Southern Peru’s stock had a price that was subject to market movement. These were not two public companies — changes in Southern Peru’s stock price were in an important sense a one-sided risk. A rising market would only lift the market-tested value of one side of the transaction, the Southern Peru side. And, of course, the switch to a fixed exchange ratio turned out to be hugely disadvantageous to Southern Peru.176

7. The Special Committee Did Not Update Its Fairness Analysis In The Face of Strong Evidence That The Bases For Its Decision Had Changed

The Special Committee had negotiated for the freedom to change its recommendation in favor of the Merger if its fiduciary duties so required, and had the vote of a major minority stockholder (Cerro) tied to a withdrawal of its recommendation, but instead treated the Merger as a foregone conclusion from the time of its October 21, 2004 vote to approve the Merger Agreement. There is no evidence to suggest that the Special Committee or Goldman made any effort to update its fairness analysis in light of the fact that Southern Peru had blown out its EBITDA projections for 2004 and its stock price was steadily rising in the months leading up to the stockholder vote (perhaps because it had greatly exceeded its projections), even though it had agreed to pay Grupo Mexico with a fixed number of Southern Peru shares that had no collar. To my mind, the fact that none of these developments caused the Special Committee to consider renegotiating or re-evaluating the Merger is additional evidence of their controlled mindset. Other than Handelsman’s phone call to Goldman, no member of the Special Committee made any effort to inquire into an update on the fairness of the Merger. The *112Special Committee’s failure to get a reasoned update, taken together with the negotiation process and the terms of the Merger, was a regrettable and important lapse.

Although an obvious point, it is worth reiterating that the Special Committee was comprised of directors of Southern Peru. Thus, from internal information, they should have been aware that Southern Peru was far outperforming the projections on which the deal was based. This should have given them pause that the exercise in optimizing Minera had in fact optimized Minera (which essentially made its numbers for 2004) but had undervalued Southern Peru, which had beaten its 2004 EBITDA estimates by 37%, some $300 million. This reality is deepened by the fact that Southern Peru beat its 2005 estimates by 135%, while Minera’s 2005 EBITDA was only 45% higher than its estimates. These numbers suggest that it was knowable that the deal pressures had resulted in an approach to valuation that was focused on making Minera look as valuable as possible, while shortchanging Southern Peru, to justify the single deal that the Special Committee was empowered to evaluate.

Despite this, Goldman and the Special Committee did not reconsider their contribution analysis, even though Southern Peru’s blow-out 2004 performance would suggest that reliance on even lower 2005 projections was unreasonable.177 Indeed, *113the Merger vote was held on March 28, 2005, when the first quarter of 2005 was almost over. In that quarter alone, Southern Peru made $303.4 million in EBITDA, over 52% of what Goldman estimated for the entire year.

This brings me to a final, big picture point. In justifying their arguments, each side pointed in some ways to post-Merger evidence. Specifically, the defendants subjected a chart in support of their argument that rising copper prices would have disproportionately benefited Minera over Southern Peru in the form of having greater reserves, and that this justified the defendants’ use of a relative valuation technique, and undercut the notion that Minera’s value was dressed up, and Southern Peru’s weather beaten during the Special Committee process.

The problem for this argument is that reserves are relevant to value because they should generate cash flow. As has been mentioned, Goldman stretched to justify the deal by using a range of multiples that started at the bottom with Southern Peru’s Wall Street consensus multiple for 2005E EBITDA and ended at the top with a management-generated multiple of 6.5x. Both of these were well north of the 4.8x median of Goldman’s comparables. And, of course, Goldman estimated that Minera would earn nearly as much as Southern Peru in 2004, and more than Southern Peru in 2005. Neither estimate turned out to be even close to true. Indeed, the Merger was premised on the notion that over the period from 2005 to 2010, Minera would generate $1.35 of EBITDA for every $1.00 of Southern Peru. Using the underlying evidence cited in the defendants’ own chart,178 which came from the public financials of Southern Peru, a company under their continued control, after the Merger, my non-mathematician’s evaluation of this estimate reveals that it turned out to be very far off the mark, with Minera generating only $0.67 for every dollar Southern Peru made in EBIT-DA. Put simply, even in a rising copper price market, Southern Peru seemed to more than hold its own and, if anything, benefit even more than Minera from the general rise in copper prices.

The charts below addressing the companies’ performance in generating EBITDA in comparison to the deal assumptions, if anything, confirms my impression that Minera’s value was optimized and Southern Peru’s slighted to come to an exchange price no reasonable third party would have supported:

_2005179 2006 2007 2008 2009 2010 Sum

Minera_$ 971.6 $1405.5 $1731.2 $ 856.5 $ 661.9 $1078.3 $6705.0

Southern Peru $1364.8 $1918.4 $2085.4 $1643.5 $1144.8 $1853.8 $10010.7

Ratio MM/SP .71 .73 .83 .52 .58 .58 .67

2005E180 2006E 2007E 2008E 2009E 2010E Sum

*114Minera_$622.0 $530.0 $627.0 $497.0 $523.0 $567,0 $3366.0

Southern Peru $581.0 $436.0 $415.0 $376.0 $350.0 $329.0 $2487.0

Ratio MM/SP 1.07 1.22 1.51 1.32 1.49 1.72 1.35

For all these reasons, I conclude that the Merger was unfair, regardless of which party bears the burden of persuasion. The Special Committee’s cramped perspective resulted in a strange deal dynamic, in which a majority stockholder kept its eye on the ball — actual value benchmarked to cash — and a Special Committee lost sight of market reality in an attempt to rationalize doing a deal of the kind the majority stockholder proposed. After this game of controlled mindset twister and the contortions it involved, the Special Committee agreed to give away over $3 billion worth of actual cash value in exchange for something worth demonstrably less, and to do so on terms that by consummation made the value gap even worse, without using any of its contractual leverage to stop the deal or renegotiate its terms. Because the deal was unfair, the defendants breached their fiduciary duty of loyalty.

I now fix the remedy for this breach.

IV. Determination Of Damages

A. Introduction

The plaintiff seeks an equitable remedy that cancels or requires the defendants to return to Southern Peru the shares that Southern Peru issued in excess of Minera’s fair value. In the alternative, the plaintiff asks for rescissory damages in the amount of the present market value of the excess number of shares that Grupo Mexico holds as a result of Southern Peru paying an unfair price in the Merger. The plaintiff claims, based on Beaulne’s expert report, that Southern Peru issued at least 24.7 million shares in excess of Minera’s fair value.181 The plaintiff asserts that, because Southern Peru effected a 2-for-l stock split on October 3, 2006 and a 3-for-1 stock split on July 10, 2008, those 24.7 million shares have become 148.2 million shares of Southern Peru stock, and he would have me order that each of those 148.2 million shares be cancelled or returned to Southern Peru, or that the defendants should pay fair value for each of those shares. Measured at a market value of $27.25 per Southern Peru share on October 13, 2011, 148.2 million shares of Southern Peru stock are worth more than $4 billion.

The plaintiff also argues that $60.20 in dividends have been paid on each of the 24.7 million Southern Peru shares (adjusted for stock-splits), and to fully remedy the defendants’ breach of fiduciary duty the court must order that the defendants must pay additional damages in the amount of approximately $1.487 billion. Finally, the plaintiff requests pre and post-judgment interest compounded monthly, a *115request that seems to ignore the effect of the dividends just described.

By contrast, the defendants say that no damages at all are due because the deal was more than fair. Based on the fact that Southern Peru’s market value continued on a generally upward trajectory in the years after the Merger — even though it dropped in response to the announcement of the Merger exchange ratio and at the time of the preliminary proxy — the defendants say that Southern Peru stockholders should be grateful for the deal. At the very least, the defendants say that any damage award should be at most a fraction of the amounts sought by the plaintiff, and that the plaintiff has waived the right to seek rescissory damages because of his lethargic approach to litigating the case. The defendants contend that it would be unfair to allow the plaintiff to benefit from increases in Southern Peru’s stock price that occurred during the past six years, because Grupo Mexico bore the market risk for so long due to the plaintiff’s own torpor. The defendants also argue that the plaintiffs delays warrant elimination of the period upon which pre-judgment interest might otherwise be computed, and that plaintiff should not be entitled to compounded interest.

This court has broad discretion to fashion equitable and monetary relief under the entire fairness standard.182 Unlike the more exact process followed in an appraisal action, damages resulting from a breach of fiduciary duty are liberally calculated.183 As long as there is a basis for an estimate of damages, and the plaintiff has suffered harm, “mathematical certainty is not required.”184 In addition to an actual award of monetary relief, this court has the authority to grant pre-and post-judgment interest, and to determine the form of that interest.185

The task of determining an appropriate remedy for the plaintiff in this case is difficult, for several reasons. First, as the defendants point out, the plaintiff caused this case to languish and as a result this litigation has gone on for six years. Second, both parties took an odd approach to presenting valuation evidence, particularly the defendants, whose expert consciously chose not to give an estimate of Minera’s value at the time of the Merger. Although the plaintiffs expert gave no opinion on the fundamental value of Southern Peru, that did not matter as much as the defendants’ expert’s failure to give such an opinion, because the defendants themselves conceded that Southern Peru’s acquisition currency was worth its stock market value. Third, the parties devoted comparatively few pages of their briefs to the issue of the appropriate remedy. Finally, the implied standalone DCF values of Minera and Southern Peru that were used in Goldman’s final relative valuation of the companies are hard to discern and have never been fully explained by the source.

These problems make it more challenging than it would already be to come to a *116responsible remedy. But, I will, as I must, work with the record I have.

In coming to my remedy, I first address a few of the preliminary issues. For starters, I reject the defendants’ argument that the post-Merger performance of Southern Peru’s stock eliminates the need for relief here. As noted, the defendants did not bother to present a reliable event study about the market’s reaction to the Merger, and there is evidence that the market did not view the Merger as fair in spite of material gaps in disclosure about the fairness of the Merger. Furthermore, even if Southern Peru’s stock has outperformed comparable companies since the Merger, the company may have performed even better if the defendants had not overpaid for Minera based on its own fundamentals. Notably, Southern Peru markedly outperformed the EBITDA estimates used in the deal for both 2004 and 2005, and the ratio of Southern Peru’s EBITDA to Minera’s EBITDA over the six years since the Merger suggests that the assumptions on which the Merger was based were biased in Minera’s favor. ' A transaction like the Merger can be unfair, in the sense that it is below what a real arms-length deal would have been priced at, while not tanking a strong company with sound fundamentals in a rising market, such as the one in which Southern Peru was a participant. That remains my firm sense here, and if I took into account the full range of post-Merger evidence, my conclusion that the Merger was unfair would be held more firmly, rather than more tentatively.

By contrast, I do agree with the defendants that the plaintiffs delay in litigating the case renders it inequitable to use a rescission-based approach.186 Rescissory damages are the economic equivalent of rescission and therefore if rescission itself is unwarranted because of the plaintiffs delay, so are rescissory damages.187 Instead of entering a rescission-based remedy, I will craft from the “panoply of equitable remedies” within this court’s discretion a damage award that approximates the difference between the price that the Special Committee would have approved had the Merger been entirely fair (i.e., absent a breach of fiduciary duties) and the price that the Special Committee actually agreed to pay.188 In other words, I will take the difference between this fair price and the market value of 67.2 million shares of Southern Peru stock as of the Merger date.189 That difference, divided by the average closing price of Southern Peru stock in the 20 trading days preceding the issuance of this opinion, will determine the number of shares that the defendants must *117return to Southern Peru. Furthermore, because of the plaintiffs delay, I will only grant simple interest on that amount, calculated at the statutory rate since the date of the Merger.

In all my analyses, I fix the fair value of Minera at October 21, 2004, the date on which the Merger Agreement was signed. I do not believe it fair to accord Grupo Mexico any price appreciation after that date due to its own fixation on cash value, the fact that Southern Peru outperformed Minera during this period, and the overall conservatism I employ in my remedial approach, which already reflects leniency toward Grupo Mexico, given the serious fairness concerns evidenced in the record.

B. The Damages Valuation

Having determined the nature of the damage award, I must next determine the appropriate valuation for the price that the Special Committee should have paid. Of course, this valuation is not a straightforward exercise and inevitably involves some speculation. There are many ways to fashion a remedy here, given that the parties have provided no real road map for how to come to a value, and the analyses performed by Goldman and the Special Committee do not lend themselves to an easy resolution. I will attempt to do my best on the record before me.

Given the difference between the standalone equity values of Minera derived by Goldman and the plaintiffs expert and the actual cash value of the $3.75 billion in Southern Peru stock that was actually paid to Grupo Mexico in the Merger, this record could arguably support a damages award of $2 billion or more. My remedy calculation will be more conservative, and in that manner will intentionally take into account some of the imponderables I previously mentioned, which notably include the uncertainties regarding the market’s reaction to the Merger and the reality that the Merger did not stop Southern Peru’s stock price from rising over the long term.190

To calculate a fair price for remedy purposes, I will balance three values: (1) a standalone DCF value of Minera, calculated by applying the most aggressive discount rate used by Goldman in its DCF analyses (7.5%) and a long-term copper price of $1.10 per pound to the DCF model presented by the plaintiffs expert, Beaulne; (2) the market value of the Special Committee’s 52 million share counteroffer made in July 2004, which was sized based on months of due diligence by Goldman about Minera’s standalone value, calculated as of the date on which the Special Committee approved the Merger; and (3) the equity value of Minera derived from a comparable companies analysis using the comparable companies identified by Goldman.

1. A Standalone DCF Value

The only standalone DCF value for Min-era in the record that clearly takes into account the projections for Minera that Goldman was using on October 21, 2004 is Beaulne’s DCF analysis of Minera, which yielded an equity value as of October 21, *1182004 of $1,838 billion.191 Beaulne used the same A & S-adjusted projections for Min-era that Goldman used in its October 21, 2004 presentation to calculate his standalone DCF value for Minera.192 He assumes a long-term copper price of $0.90 per pound, which was also relied on by Goldman.193 The major difference between Beaulne’s DCF analysis and the Goldman DCF analysis, other than the fact that Goldman gave up on deriving a standalone equity value for Minera, is that Beaulne uses a lower discount rate than Goldman did — 6.5% instead of 8.5%.194

Because Beaulne used the same underlying projections in his analysis, and his inputs are not disputed by the defendants or the defendants’ expert, I am comfortable using his DCF valuation model. But, I am not at ease with using his discount rate of 6.5%, because it is outside the range of discount rates used by Goldman and seems unrealistically low. Instead, I will apply Goldman’s lowest discount rate, 7.5%. In the spirit of being conservative in my remedy, I will, by contrast, apply a long-term copper price of $1.10 per pound, which is $0.10 more than the highest long-term copper price used by Goldman in its valuation matrices ($1.00) and is halfway between Goldman’s mid-range copper price assumption of $0.90 and the $1.30 per pound long-term copper price that the defendants contend was their secretly held assumption at the time of the Merger. In other words, I use the discount rate assumption from the Goldman analyses that is most favorable to the defendants and a long-term copper price assumption that is even more favorable to the defendants than Goldman’s highest long-term copper price, and apply them to the optimized cash flow projections of Minera. Under these defendant-friendly assumptions, a standalone equity value for Minera as of October 21, 2004 of $2.452 billion results.195

2. The Value Of The Special Committee’s July Proposal

The counteroffer made by the Special Committee in July 2004, in which they proposed to pay for Grupo Mexico’s stake in Minera with 52 million shares of Southern Peru stock, is arguably the last proposal made by the Special Committee while they still had some vestige of a “give/ get” analysis in mind that a reasonable, uncontrolled Special Committee would have remained in during the entire negotiation process. I therefore believe that the *119then-current value of 52 million shares is indicative of what the Special Committee thought Minera was really worth.

The Special Committee’s July proposal was made between July 8, 2004 and July 12, 2004. The stock price of Southern Peru on July 8, 2004 was $40.30 per share, so the 52 million shares of Southern Peru stock then had a market price of $2.095 billion. Because Grupo Mexico wanted a dollar value of stock, I fix the value at what 52 million Southern Peru shares were worth as of October 21, 2004, the date on which the Special Committee approved the Merger, $2.388 billion,196 giving Minera credit for the price growth to that date.

3. A Comparable Companies Approach

In its October 21, 2004 presentation, Goldman identified comparable companies and deduced a mean and median 2005 EBITDA multiple (4.8x) that could have been applied Minera’s EBITDA projections to value Minera. The comparable companies used by Goldman were Antofagasta, Freeport McMoRan, Grupo Mexico itself, Phelps Dodge and Southern Peru. Goldman did not use this multiple to value Minera. As discussed earlier in this opinion, Goldman instead opted to apply a range of pumped-up Southern Peru 2005E EBITDA multiples to Minera’s EBITDA projections so as to generate a value expressed only in terms of the number of Southern Peru shares to be issued.197

Applying the median 2005E EBITDA multiple for the comparable companies identified by Goldman to Minera’s 2005 EBITDA projections as adjusted by A & S ($622 million)198 was the reasonable and fair valuation approach. Doing so yields a result of $1.986 billion.199

When using the comparable companies method, it is usually necessary to adjust for the fact that what is being sold is different (control of the entire company and thus over its business plan and full cash flows) than what is measured by the multiples (minority trades in which the buyer has no expectancy of full control over the company’s strategy and thus influence over the strategy to maximize and spend its cash flows).200 That is, the comparable companies method of analysis produces an equity valuation that includes an inherent minority trading discount because all of the data used for purposes of comparison is derived from minority trading values of the companies being used.201 In appraisal cases, the court, in determining the fair value of the equity under a comparable companies method, must correct this minority discount by adding back a premium.202

An adjustment in the form of a control premium is generally applied to the equity value of the company being valued to take into account the reality that healthy, solvent public companies are usually sold at a premium to the unaffected trading price of everyday sales of the company’s stock. This method must be used with care, especially as to unlisted companies that have not proven themselves as standalone companies. For that reason, it is conservative *120that I add a control premium for Minera, given its financial problems and its lack of history as an independent public company. Using the median premium for merger transactions in 2004 calculated by Merg-erstat of 23.4%,203 and applying that premium to the value derived from my comparable companies analysis yields a value of $2.45 billion.

4. The Resulting Damages

Giving the values described above equal weight in my damages analysis (($2.452 billion + $2.388 billion -I- $2.45 billion) / 3), results in a value of $2.43 billion, which I then adjust to reflect the fact that Southern Peru bought 99.15%, not 100%, of Minera, which yields a value of $2.409 billion. The value of 67.2 million Southern Peru shares as of the Merger Date was $3.756 billion.204 The remedy, therefore, amounts to $1.347 billion.205 The parties shall implement my remedy as follows. They shall add interest at the statutory rate, without compounding, to the value of $1.347 billion from the Merger date, and that interest shall run until time of the judgment and until payment.

Grupo Mexico may satisfy the judgment by agreeing to return to Southern Peru such number of its shares as are necessary to satisfy this remedy. Any attorneys’ fees shall be paid out of the award.206

Within fifteen days, the plaintiff shall present an implementing order, approved as to form, or the parties’ proposed plan to reach such an order. Too much delay has occurred in this case, and the parties are expected to bring this case to closure promptly, at least at the trial court level.

V. Conclusion

For all these reasons, the defendants breached their fiduciary duty of loyalty and judgment will be entered against them on the basis outlined in this decision.

OPINION

LASTER, Vice Chancellor.

Representatives of a putative class of minority stockholders have challenged a controlling stockholder freeze-out structured as a first-step tender offer to be followed by second-step short-form merger. The plaintiffs have sued the controlling stockholder, its controlled subsidiary, and the four members of the subsidiary board. Three of the subsidiary directors are also directors of the controller. The fourth is an independent outsider and the sole member of the special committee formed to respond to the controller’s ten*400der offer. The plaintiffs have moved for a preliminary injunction against the transaction.

I apply the unified standard for reviewing controlling stockholder freeze-outs described in In re Cox Communications, Inc. Shareholders Litigation, 879 A.2d 604 (Del.Ch.2005). Under that standard, the business judgment rule applies when a freeze-out is conditioned on both the affirmative recommendation of a special committee and the approval of a majority of the unaffiliated stockholders. Because the special committee did not recommend in favor of the tender offer, the transaction at issue in this case will be reviewed for entire fairness. Although the lack of an affirmative recommendation is sufficient to trigger fairness review under Cox Communications, the plaintiffs also have shown that the special committee was not provided with the authority to bargain with the controller on an arms’ length basis. The plaintiffs similarly have established a reasonable basis to question the effectiveness of the majority-of-the-minority tender condition.

Because a fairness standard applies to the challenged transaction, any harm to the putative class can be remedied through a post-closing damages action. There are no viable disclosure claims, and the tender offer is not coercive. I therefore decline to issue a preliminary injunction.

I. FACTUAL BACKGROUND

The record developed during expedited discovery is limited. I draw the facts from the public disclosures provided in connection with the freeze-out and the few documents and five deposition transcripts submitted by the parties.

A. CONSOL Forms CNX Gas.

Defendant CONSOL Energy, Inc. (“CONSOL”) is a Delaware corporation with its principal place of business in Can-onsburg, Pennsylvania. CONSOL is the largest producer of high-Btu bituminous coal in the United States. Its shares trade publicly on the New York Stock Exchange under the symbol “CNX.”

CONSOL is also a leader in the production of coalbed methane gas. In the early 1980s, CONSOL began extracting coalbed methane gas to reduce the gas content of its coal and enhance the safety and productivity of its mining operations. From these beginnings sprang a commercial coalbed methane gas business.

In June 2005, CONSOL formed defendant CNX Gas Corporation (“CNX Gas”), also a Delaware corporation, to conduct CONSOL’s natural gas operations. CON-SOL’S board of directors authorized a public offering of less than 20% of the common stock of CNX Gas as the first step towards a potential spin-off. In August 2005, CNX Gas sold approximately 27.9 million shares in a private placement. A registration statement for the shares was declared effective in January 2006, and shares of CNX Gas began trading publicly on the New York Stock Exchange under the symbol “CXG.”

In contemplation of the potential spinoff, CONSOL and CNX Gas entered into a number of agreements to govern their relationship, including a Master Separation Agreement, a Master Cooperation and Safety Agreement, a Tax Sharing Agreement, and a Services Agreement. Among other things, the Master Separation Agreement provides that as long as CON-SOL beneficially owns at least 50% of the CNX Gas common stock, CNX Gas will not (i) take any action to limit the ability of CONSOL to transfer its shares, (ii) take any action that could reasonably result in CONSOL defaulting under any contract or agreement, or (iii) issue any additional eq*401uity without CONSOL’s consent if the issuance would result in CONSOL owning less than 80% of CNX Gas’ outstanding shares. The Master Separation Agreement gives CONSOL the right to purchase additional shares of common stock in order to maintain at least 80% ownership in CNX Gas or to enable CONSOL to distribute its shares of CNX Gas in a tax-free spin-off. The exercise price under either option is the then-market price for CNX Gas common stock. CNX Gas further agreed not to buy or sell any assets, dispose of any assets, or acquire any equity or debt securities of a third party, in each case in excess of $30 million, without CON-SOL’s prior consent.

As of April 26, 2010, there were 151,-021,770 shares of CNX Gas common stock outstanding. CONSOL, its officers and directors, and the officers and directors of CNX Gas own 126,057,300 shares for an aggregate ownership stake of approximately 83.5%.

The remaining shares of CNX Gas are held principally by institutional investors, with the top twenty-five institutions holding over 87% of the public float. The largest minority stockholder of CNX Gas is T. Rowe Price Associates, Inc. (“T. Rowe Price”). The T. Rowe Price Capital Appreciation Fund and its clones (mirror image portfolios managed for insurance companies) hold approximately four million shares of CNX Gas. David Giroux manages the Capital Appreciation Fund. The T. Rowe Price Mid-Cap Growth Fund and its clones hold approximately five million shares of CNX Gas. John Wakeman and Brian Berghuis manage the Mid-Cap Growth Fund. Other funds in the T. Rowe Price family hold approximately 470,000 additional shares. In total, T. Rowe Price beneficially owns 9,474,116 shares of CNX Gas, representing 6.3% of the outstanding common stock and approximately 37% of the public float.

T. Rowe Price holds a slightly larger percentage stake in CONSOL, primarily through the Mid-Cap Growth Fund. In the aggregate, the T. Rowe Price fund family, including index funds, owns approximately 11,809,600 CONSOL shares. This represents approximately 6.5% of CONSOL’s outstanding common stock. T. Rowe Price also owns CONSOL debt. The Capital Appreciation Fund does not own any CONSOL stock or debt.

B. CONSOL’s 2008 Proposal

In January 2008, CONSOL proposed to acquire the public shares of CNX Gas through an exchange offer. On January 29, 2008, CONSOL publicly announced that it would exchange 0.4425 shares of CONSOL common stock for each share of CNX Gas it did not own. Based on the pre-announcement price of CONSOL common stock, the value of the consideration was $33.70. Various institutional investors, including T. Rowe Price, reacted negatively and indicated that they would not tender their shares. Although the board of CNX Gas formed a special committee to evaluate the exchange offer, CONSOL withdrew its proposal without ever formally commencing an exchange offer and before the special committee had a chance to consider it.

C. CONSOL Reorganizes The Board And Management Of CNX Gas.

In January 2009, CONSOL decided to revamp the corporate governance structure of CNX Gas. All board committees other than the audit committee were eliminated. The size of the board was decreased from eight directors to five. A subsequent resignation reduced its membership to four. The remaining directors are defendants J. Brett Harvey, the Chief *402Executive Officer of CONSOL; Philip W. Baxter and Raj K. Gupta, both directors of CONSOL; and John R. Pipski, the sole independent director of CNX Gas.

In addition to the board-level changes, Harvey took over as Chairman and CEO of CNX Gas. Nicholas Deluliis, who had been CEO of CNX Gas, became Chief Operating Officer of CONSOL and CNX Gas. Other senior executives of CONSOL and CNX Gas also hold dual roles. William J. Lyons is Chief Financial Officer of both CONSOL and CNX Gas. F. Jerome Richey is General Counsel of both CON-SOL and CNX Gas. Robert P. King is Executive Vice President — Business Advancement and Support Services of both CONSOL and CNX Gas. Robert F. Pusa-teri is Executive Vice President — Energy Sales and Transportation Services of both CONSOL and CNX Gas. Daniel Zajdel is Vice President of Investor Relations for both CONSOL and CNX Gas.

D. The Tender Agreement With T. Rowe Price

In September 2009, CONSOL approached T. Rowe Price about potentially acquiring its CNX Gas shares. Harvey contacted Wakeman, a co-manager of the Mid-Cap Growth Fund, and asked him whether T. Rowe Price would consider exchanging its CNX Gas shares for CON-SOL shares. Wakeman said he would get back to Harvey, but did not, and the discussions lay dormant for six months.

On March 9, 2010, Wakeman and Ber-ghuis, the co-managers of the Mid-Cap Growth Fund, met with Deluliis and Zaj-del while attending an investor conference in Orlando, Florida. None of these gentlemen were deposed. A faxed memo dated March 11 and an email dated March 12, both from Wakeman to Deluliis, indicate that the meeting participants discussed having CONSOL acquire T. Rowe Price’s shares of CNX Gas in connection with a freeze-out transaction. During the meeting, the T. Rowe Price representatives suggested a price in the mid-$40s, and Deluliis indicated that a price of up to $40 per share could be acceptable. That same day, T. Rowe Price put CONSOL and CNX Gas on its restricted list. This permitted T. Rowe Price to negotiate with CONSOL over a potential sale.

In his March 11 memo, Wakeman followed up on these discussions. Wakeman stated that he viewed the CONSOL strategy as “pretty smart” and listed ten reasons why a freeze-out at $40 to $42.50 per share “ma[de] sense” for CONSOL. His reasons included the following:

(3) [CONSOL]’s management team A/K/A [CNX Gas]’s management has done a nice job of working down growth expectations for [CNX Gas] in 2010-2012 so [CNX Gas]’s #’s are too low on the production side.

% * *

(6) Given the low expectations for [CNX Gas], your new growth strategy for [CNX Gas] is not in street models for post 2011. As you ramp up production here starting in the 2H-2010 and into 2011-12 this is upside to the [CONSOL] story.

(7) It is interesting to note that a buy in price of $40 or $42.50 really has minimal impact on the initial deal dilution so the purchase price should almost be a non-event.

The defendants portray the fax as Wake-man’s friendly way of pushing for a price in excess of $40 for the CNX Gas shares. I regard it (at least at this preliminary stage) as suggesting Wakeman supported a freeze-out because of the benefits to CONSOL.

On March 15, 2010, CONSOL announced that it had agreed to acquire the *403gas assets of Dominion Resources, Inc., a CNX Gas competitor, for approximately $3.475 billion in cash (the “Dominion Transaction”). Many of Dominion’s assets are located near CNX Gas properties. Under the Master Separation Agreement, CNX Gas has a right of first refusal on any corporate opportunity involving future gas rights that CONSOL proposes to pursue. The CONSOL board determined not to offer the Dominion Transaction to CNX Gas pursuant to the right of first refusal because it concluded that CNX Gas lacked the financial resources and could not access the capital markets. CNX Gas could not raise sufficient equity financing without CONSOL’s consent, and CONSOL was unwilling to permit the necessary issuance. Nevertheless, the long term benefits of consolidating the Dominion and CNX Gas assets were obvious, and CONSOL announced publicly that it was “evaluating a range of structural alternatives to facilitate the operation and development of the acquired assets including, among other things, consideration of the acquisition by CONSOL of the shares of CNX Gas common stock that it does not already own.”

On March 16, 2010, one day after the announcement of the Dominion Transaction, Shawn Driscoll, the analyst at T. Rowe Price who covered CNX Gas, contacted Zajdel to schedule a meeting with CONSOL management. A meeting was set for March 19. On March 17, Wakeman e-mailed Deluliis “to advance the ball in our discussions.” He wrote that “based on the belief that you would prefer an all-stock transaction in light of the recent development involving the asset purchase with Dominion Resources we feel that a $42.50 price along with a small collar of 5-10% of deal price support would allow us to support any purposed [sic.] transaction with [CNX Gas].”

The attendees for CONSOL at the March 19 meeting were Harvey, CEO of both CONSOL and CNX Gas, and Richey, General Counsel of both CONSOL and CNX Gas. The attendees for T. Rowe Price were Driscoll, the analyst; Giroux from the Capital Appreciation Fund; John Linehan, T. Rowe Price’s director of equities; and T. Rowe Price’s counsel. Wake-man and Berghuis from the Mid-Cap Growth Fund did not attend. They gave Giroux their proxy to negotiate on their behalf.

The meeting was divided into two phases: a negotiation session and an informational meeting about the Dominion Transaction. During the negotiation session, Driscoll presented T. Rowe Price’s views on valuation, which relied in part on the Dominion Transaction as a comparable arms’ length transaction involving similar assets. Giroux then suggested a range of $42 to $50 per share. Harvey responded by offering $35 per share in cash. Giroux rejected this as “not realistic.” A long discussion ensued. Harvey then asked for a break-out room and met with Richey in private. After they returned, Harvey raised his offer to $37 per share in cash. Giroux responded, “we need $40.” Harvey rejected that figure and regarded the negotiations as over.

With the negotiation session finished, Giroux departed. The record suggests that he called Berghuis, although the point is undeveloped. The remaining participants, including Linehan, discussed the Dominion Transaction. The plaintiffs assert that at the conclusion of the Dominion discussion, Linehan retrieved Giroux. Upon returning, Giroux stated that his “final offer” was now $38.25 in cash. Harvey agreed to $38.25, subject to the approval of the CONSOL board.

The CONSOL board signed off on the transaction with T. Rowe Price on March *40420, 2010. On March 21, CONSOL and T. Rowe Price executed a tender agreement, and CONSOL issued a press release announcing the agreement and the contemplated tender offer. The tender agreement provided that, subject to certain conditions, CONSOL would commence the tender offer no later than May 5, 2010, at a price of no less than $38.25 per share in cash. The tender agreement obligated T. Rowe Price to tender its shares of CNX Gas no later than 10 business days after the commencement of the offer and to not withdraw its shares.

E. The Tender Offer

On April 28, 2010, CONSOL commenced a tender offer to acquire the outstanding public shares of CNX Gas at a price of $38.25 per share in cash (the “Tender Offer”). The price represents a premium of 45.83% over the closing price of CNX Gas’s common stock on the day before CONSOL announced the Dominion Transaction and its intent to acquire the shares of CNX Gas that it did not already own ($26.23). The Tender Offer price represents a 24.19% premium over the closing price of CNX Gas’s common stock on the day before CONSOL announced the T. Rowe Price agreement ($30.80).

CONSOL has committed to effect a short-form merger promptly after the successful consummation of the Tender Offer. In the merger, remaining stockholders will receive the same consideration of $38.25 per share in cash. Consummation of the Tender Offer is subject to a non-waivable condition that a majority of the outstanding minority shares be tendered, excluding shares owned by directors or officers of CONSOL or CNX Gas. The T. Rowe Price shares are included in the majority-of-the-minority calculation. With the T. Rowe Price shares locked up, CONSOL only needs to obtain an additional 3,006,316 shares, or approximately 12% of the outstanding stock, to satisfy the condition.

F. The Special Committee

After the public announcement of the tender agreement with T. Rowe Price, Lyons, the CFO of CONSOL and CNX Gas, discussed with Pipski, the lone independent director of CNX Gas, the possibility that the CNX Gas board might form a special committee in connection with the CONSOL Tender Offer. On April 9, 2010, Pipski met with Harvey and delivered a letter asking that CNX Gas form a special committee to evaluate the proposed Tender Offer and elect an additional director who could join Pipski on the special committee. At a special meeting held on April 15, the CNX Gas board unanimously approved the formation of a special committee consisting of Pipski (the “Special Committee”). The board did not act on Pipski’s request for an additional director.

The scope of the authority that the CNX Gas board provided to the Special Committee was limited. The Special Committee was authorized only to review and evaluate the Tender Offer, to prepare a Schedule 14D-9, and to engage legal and financial advisors for those purposes. The resolution did not authorize the Special Committee to negotiate the terms of the Tender Offer or to consider alternatives. Pipski asked for the authority to consider alternatives, but the CNX Gas board declined his request. The CNX Gas board majority grounded its decision on CONSOL’s unwillingness to sell its CNX Gas shares.

After the April 15 board meeting, the Special Committee retained Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) as its legal advisor and La-zard, Ltd. (“Lazard”) as its financial advis- or. The next day, Pipski delivered a letter to his fellow directors asking that they expand the Special Committee’s authority *405to include “the full powers and authority of the board of directors” with respect to the Tender Offer. On April 21, the CNX Gas board declined this request, again because CONSOL was unwilling to sell its CNX Gas shares.

On April 22, 2010, CONSOL provided the Special Committee and its advisors with financial information, including projections for CNX Gas. On April 26, representatives from Skadden and Lazard met with executives of CONSOL and CNX Gas, including Harvey, Deluliis, and Lyons. The Special Committee’s advisors also spoke with T. Rowe Price.

On May 5, 2010, Pipski and his advisors met in person to determine how to respond to the Tender Offer. Lazard advised Pip-ski that it would be able to opine that an offer price of $38.25 per share was fair from a financial point of view to holders of CNX Gas common stock other than CON-SOL. But Pipski and his advisors believed that CONSOL was not paying the highest price it was prepared to pay.

Even though the Special Committee was technically not authorized to negotiate, Pipski decided to seek a price increase. On May 5, 2010, Skadden advised CONSOLE counsel that Pipski could not recommend the Tender Offer at a price of $38.25 but likely could do so at $41.20. Five days later, on May 10, the day before the Schedule 14D-9 was due, the CNX Gas board retroactively granted the Special Committee authority to negotiate. On the next day, May 11, Pipski and his advisors held a call with CONSOL senior executives and their advisors. CONSOL declined to increase the price.

Later on May 11, the Special Committee issued the Schedule 14D-9. The Special Committee stated in the Schedule 14D-9 that it “determined not to express an opinion on the offer and to remain neutral with respect to the offer.” The Special Committee cited its “concerns about the process by which CONSOL determined the offer price” and its “view that CONSOL was unwilling to negotiate the offer price.” The Schedule 14D-9 noted that a member of CONSOL management (apparently Deluliis) previously suggested that CNX Gas stock was worth more than $38.25. The Schedule 14D-9 also reported that the CNX Gas board refused to expand the size of the Special Committee or grant it the full power of the board in connection with the offer.

The Schedule 14D-9 specifically cited the tender agreement with T. Rowe Price as a “potentially negative factor[]” that the Special Committee considered when evaluating the Tender Offer. The Schedule 14D-9 states:

The Tender Agreement with T. Rowe Price increases the certainty of the offer being successful and, as a result, reduces the likelihood of any increase in the offer price by reducing the negotiation leverage of the “majority of the minority” condition. The Special Committee considered that T. Rowe Price’s interests may not be the same as the other minority shareholders due to the fact that T. Rowe Price beneficially owned 6.51% of the outstanding common stock of CONSOL. In addition, the offer price was determined through relatively short negotiations with T. Rowe Price without the input from any other minority shareholders or the Special Committee.

Trading in CNX Gas stock suggests a market consensus that a price bump was unlikely. Since the announcement of the tender offer agreement, CNX Gas shares have not traded more than a couple of pennies above the $38.25 per share agreed to by T. Rowe Price. The plaintiffs argue that by entering into the agreement with T. Rowe Price and announcing it on March *40621, CONSOL capped the price of the CNX Gas stock and hamstrung the Special Committee.

The Tender Offer is scheduled to close tomorrow, May 26, 2010, at 5:00 p.m.

II. LEGAL ANALYSIS

A preliminary injunction will issue if the plaintiffs demonstrate “(1) a reasonable probability of ultimate success on the merits at trial; (2) that the failure to issue a preliminary injunction will result in immediate and irreparable injury before the final hearing; and (3) that the balance of hardships weighs in the movant’s favor.” La. Mun. Police Employees’ Ret. Sys. v. Crawford, 918 A.2d 1172, 1185 (Del.Ch.2007).

A. The Plaintiffs Have Shown A Reasonable Likelihood Of Success On The Merits Of Their Fairness Claim.

The plaintiffs contend that the Tender Offer should be reviewed for entire fairness. This argument requires that I weigh in on a critical and much debated issue of Delaware law: the appropriate standard of review for a controlling stockholder freeze-out.

1. The Appropriate Standard Of Review For The Tender Offer

As knowledgeable readers understand all too well, Delaware law applies a different standard of review depending on how a controlling stockholder freeze-out is structured. Under Kahn v. Lynch Communication Systems, Inc., 638 A.2d 1110 (Del.1994) [hereinafter, “Lynch ”], a negotiated merger between a controlling stockholder and its subsidiary is reviewed for entire fairness.1 But under In re Siliconix Inc. Shareholders Litigation, 2001 WL 716787 (Del.Ch. June 19, 2001), a controller’s unilateral tender offer followed by a short-form merger is reviewed under an evolving standard far less onerous than Lynch 2 The tension created by the differ*407ent fiduciary standards has been discussed at length by Vice Chancellor Strine3 and generated reams of scholarly and practitioner commentary.4 I will set forth my own views in more abbreviated fashion.

I question the soundness of the twin cornerstones on which Siliconix rests. The first cornerstone is the statutory distinction between mergers and tender offers and the lack of any explicit role in the General Corporation Law for a target board of directors responding to a tender offer. For reasons explained at length in Pure Resources, the statutory distinction fails to justify adequately the divergent fiduciary approaches. See Pure Resources, 808 A.2d at 433-44, 439-41. Scholars have joined in criticizing the statutory distinction. See, e.g., Fixing Freezeouts, supra, at 24-25; Gilson & Gordon, supra, at 820-21.

The second cornerstone has been Solomon v. Pathe Communications Corp., 672 A.2d 35 (Del.1996) [hereinafter, “Solomon II”], which has been cited repeatedly for the rule that a tender offeror has no duty to provide a fair price. But Solomon II did not involve a freeze-out. Chancellor Allen, whose decision granting a motion to dismiss was affirmed by the Delaware Supreme Court in Solomon II, described the case as follows:

The suit grows out of the tail-end of a commercial debacle in which Credit Lyonnais Banque Nederland N.V. (“CLBN”) on its way to losing a huge sum, was forced to exercise certain contractual rights and its rights as a secured party, first to take over the management and later the legal ownership of MGM/UA Communications Corporation (“MGM”) and, incidentally thereto, of Pathe Communications Corporation [“Pathe”].

Solomon v. Pathe Communications Corp., 1995 WL 250374, at *1 (Del.Ch. Apr. 21, 1995) [hereinafter, “Solomon I”] (emphasis added).

The facts giving rise to Solomon II lead away from Siliconix. CLBN obtained its contractual and secured party rights when it financed Pathe’s purchase of 98.5% of the common stock of MGM, years before the tender offer. As security for the loan, Pathe pledged the MGM shares and Pathe’s controlling stockholder (the notorious Giancarlo Paretti) pledged his 89.5% interest in Pathe. CLBN also acquired the right to vote the MGM and Pathe shares as the trustee of two voting trusts. *408When Pathe and MGM defaulted on the debt, CLBN exercised its voting power to take control of the Pathe and MGM boards. Paretti contested those actions, leading to Chancellor Allen’s decision in the resulting Section 225 proceeding and his famous footnote 55. See Credit Lyonnais Bank Nederland, N.V. v. Pathe Commc’ns Corp., 1991 WL 277613 (Del.Ch. Dec. 30,1991).

Despite losing the Section 225 action, “Paretti and his associates ... continued in Italian courts to challenge CLBN’s attempt to exercise control over Pathe and MGM” to the point of obtaining an order from an Italian court purporting to restore Paretti to power. Solomon I, 1995 WL 250374, at *3. At that point, CLBN gave notice that it was foreclosing on its security interests in the Pathe and MGM shares. Id.

To help ensure that Pathe would not attempt to delay the foreclosure, CLBN offered to make a tender offer for an unspecified number of Pathe’s publicly held shares of common stock. In response, Pathe appointed a special committee to review the proposal with the assistance of its own legal and financial advisors.

On May 1, 1992, Pathe and CLBN executed an agreement in which Pathe agreed not to delay the foreclosure. In turn, CLBN agreed to make a public tender offer of $1.50 per share for up to 5.8 million of Pathe’s publicly held shares.

Solomon II, 672 A.2d at 37; accord Solomon I, 1995 WL 250374, at *3-4. CLBN also agreed to purchase outstanding Pathe bonds at discounted prices and to provide credit support for a portion of the principal and interest on the outstanding bonds. Solomon I, 1995 WL 250374, at *4.

When the tender offer was announced, a stockholder plaintiff filed suit. The complaint challenged the tender offer as “coercive” and alleged various breaches of fiduciary duty by CLBN in its capacity as controlling stockholder of Pathe and MGM and by the directors of Pathe and CLBN. As Chancellor Allen observed,

Owning a 10% minority share in a corporation (Pathe) that shortly would own practically no assets, no doubt would strike most of us as an unattractive option. Plaintiff however sees the option to tender all shares to CLBN as an equitable wrong. He brought suit immediately (May 1992) but did not seek to enjoin the transaction, and until March 14, 1994 when he filed an amended complaint, plaintiff did essentially nothing to pursue the case.

Solomon I, 1995 WL 250374, at *1. The defendants moved to dismiss the amended complaint for failure to state a claim on which relief could be granted. Chancellor Allen granted the motion, and the Delaware Supreme Court affirmed.

In holding that the complaint failed to state a claim, Chancellor Allen ruled that “the adequacy of the price in a tender offer does not raise a triable issue unless price is connected to valid claims of breach of fiduciary duty, such as disclosure problems or actionable coercion.” Solomon I, 1995 WL 250374, at *5. On appeal, the Delaware Supreme Court remarked similarly that “[i]n the case of totally voluntary tender offers, as here, courts do not impose any right of the shareholders to receive a particular price.” Solomon II, 672 A.2d at 39.

Neither Chancellor Allen nor the Delaware Supreme Court delved into the particulars of a controlling stockholder tender offer, much less a tender offer made unilaterally by a controller as the front-end of a squeeze-out transaction. Nor was there any reason to. CLBN did *409not make its tender offer unilaterally. The transaction was part of an agreement CLBN negotiated with Pathe and MGM in which the debtors agreed not to contest CLBN’s rights as a secured lender and, in return, CLBN made accommodations to the debtors that included the tender offer. The transaction did not contemplate any form of back-end squeeze-out. It provided protection against the minority stockholders being left owning 10% of a corporation with no assets. Nothing about CLBN’s actions resembled those of a controller in a squeeze-out scenario. CLBN was acting primarily in its role as a third-party lender. When a controller exercises contractual or statutory rights as a third-party lender, its actions are not subject to fiduciary review. See Odyssey Partners, L.P. v. Fleming Cos., 735 A.2d 386, 414-15 (Del.Ch.1999) (rejecting argument that fiduciary review applied to controlling stockholder’s exercise of creditor rights at statutory foreclosure sale); see also Nemec v. Shrader, 991 A.2d 1120, 1129 (Del.2010) (“It is a well-settled principle that where a dispute arises from obligations that are expressly addressed by contract, that dispute will be treated as a breach of contract claim. In that specific context, any fiduciary claims arising out of the same facts that underlie the contract obligations would be foreclosed as superfluous.”).

Moreover, despite starting from the premise that Pathe’s stockholders did not have “any right to receive a ‘fair price’ in a tender offer,” Solomon I, 1995 WL 250374, at *5, Chancellor Allen considered the plaintiffs allegations that the $1.50 tender offer price was unfair, id. at *5 n. 5. He rejected each argument as resting on the premise, no longer valid, that Pathe owned a valuable asset in the form of its MGM stock. Id. (“Insofar as the facts alleged show, Pathe has no legitimate claim to those assets, as it was in default of its obligations secured by its MGM stock.”). The Delaware Supreme Court affirmed “[t]he Chancellor’s holding that none of the facts cited by Solomon ‘can be said to arouse as much as a fleeting doubt of the fairness of the foreclosure or the $1.50 tender offer’ price.” Solomon II, 672 A.2d at 39 (quoting Solomon I, 1995 WL 250374, at *5 n. 5). Both Chancellor Allen and the Delaware Supreme Court thus considered, but ultimately rejected on the facts, challenges to the fairness of the tender offer.

The unique facts of Solomon II make it an odd and unsatisfactory cornerstone for the Siliconix line of authority. See Letsou & Haas, supra, at 42-44, 57-68 (arguing that Solomon II does not provide support for Siliconix); Gilson & Gordon, supra, at 818 n. 122 (same); see also Stevelman, supra, at 818-22 (distinguishing Solomon II ).5 Further undercutting Solomon II as a source of freeze-out law is the fact that the decision was authored by Justice Hart-nett, because to read Solomon II as governing controlling stockholder freeze-outs renders the decision inconsistent with opinions Justice Hartnett wrote while serving on the Court of Chancery. See Letsou & Haas, supra, at 61-62.

*410For example, in Lewis v. Fuqua Industries, Inc., 1982 WL 8783 (Del.Ch. Feb. 16, 1982), then-Vice Chancellor Hartnett held that a party making a tender offer “had no duty to offer any particular sum to the stockholders as long as they complied with the requirements of full disclosure with complete candor.” Id. at *3. He was careful to point out that “[a]lthough the Corporation originally proposed a going private freeze out plan, it was withdrawn and the defendants have assured the Court that no freeze out plan is now contemplated.” Id. at *1. He later noted that the rule rejecting an “obligation to pay a fair price” applied in a “non-freeze out Tender Offer.” Id. at *3.

In Joseph v. Shell Oil Co., 482 A.2d 335 (Del.Ch.1984), Vice Chancellor Hartnett considered a controlling stockholder tender offer that actually was the first step of a planned freeze-out. Royal Duty Petroleum Company owned approximately 69.5% of the common stock of Shell Oil Company. After an independent committee of Shell directors rejected a Royal Dutch transaction proposal at $55 per share, Royal Dutch launched a tender offer at $58 per share and disclosed that “it intended to eventually obtain all the shares of Shell” through a short-form merger after the tender offer or, if it did not obtain 90% of the shares, through open market purchases to reach the 90% ownership level. Id. at 340. Various stockholder plaintiffs sought to enjoin the transaction. Citing Lynch v. Vickers Energy Corp. 383 A.2d 278 (Del.1977), and other tender offer precedents, the defendants argued that Royal Dutch had “no legal duty to offer a fair price.” Joseph, 482 A.2d at 341. Vice Chancellor Hartnett rejected that argument, holding instead that “the plaintiffs met their burden of showing ... a reasonable probability” that the defendants had not complied with their duties under Weinberger v. UOP, Inc., 457 A.2d 701 (Del.1983), the landmark entire fairness case. Joseph, 482 A.2d at 340.

Fuqua and Joseph indicate that Justice Hartnett believed entire fairness would apply to a controlling stockholder tender offer that was the first step in a freeze-out. In Solomon II, Justice Hartnett cited both Lynch v. Vickers and Weinberger. Justice Hartnett did not mention, much less distinguish, his decisions in Fuqua and Joseph. Given his prior rulings, it hardly seems likely that Justice Hartnett regarded Solomon II as establishing a principle of non-review for a controller’s first-step tender offer.

The Siliconix line of cases has assumed Solomon II applies to a controller’s first-step tender offer without grappling with the fundamentally different nature of the Solomon II precedent.6 Solomon II simply did not speak to controlling stockholder squeeze-outs. The decision rested on the case-specific reality that CLBN was not standing on both sides of the transaction.7 When a controlling stockholder *411does not stand on both sides of the transaction, the entire fairness standard does not apply. In re John Q. Hammons Hotels Inc. S’holder Litig., 2009 WL 3165613, at *10 (Del.Ch. Oct. 2, 2009); see Sinclair Oil Corp. v. Levien, 280 A.2d 717, 720 (Del.1971) (“[Entire fairness] will be applied only when the fiduciary duty is accompanied by self-dealing — the situation when a parent is on both sides of a transaction with its subsidiary.”). This principle held true in Solomon II, but not in the generic sense that a tender offer always is made directly to stockholders. The principle rather held true in the specific sense of CLBN’s third party role on the facts alleged in the case.

Solomon II therefore does not hold that controllers never owe fiduciary duties when making tender offers, nor does it eliminate the possibility of entire fairness review for a two-step freeze-out transaction. “[T]he Solomon line of cases does not eliminate the fiduciary duties of controlling stockholder or target boards in connection with tender offers made by controlling stockholders. Rather, the question is the contextual extent and nature of those duties....” Pure Resources, 808 A.2d at 444. Put differently, the question is: What transactional structures result in the controlling stockholder not standing on both sides of a two-step freeze-out?

Pure Resources sought to answer this question and move towards harmonizing the Siliconix and Lynch lines of authority. The decision did not establish immutable rules for tender offer freeze-outs, as the defendants contend. Vice Chancellor Strine explicitly addressed the doctrinal issues “tentatively, and incompletely,” and in a manner which “befits the development of the common law in expedited decisions.” 808 A.2d at 445. As confirmed by his subsequent decision in Cox Communications, Vice Chancellor Strine did not regard Pure Resources as the final word on Siliconix tender offers. See also Next Level, 834 A.2d at 854 n. 106 (“The court agrees that this area of the law [i.e., review of Siliconix transactions] is developing....”).

Pure Resources set out a series of requirements for a controlling stockholder tender offer.

In order to address the prisoner’s dilemma problem, our law should consider an acquisition tender offer by a controlling stockholder non-coercive only when: 1) it is subject to a non-waivable majority of the minority tender condition; 2) the controlling stockholder promises to consummate a prompt § 253 merger at the same price if it obtains more than 90% of the shares; and 3) the controlling stockholder has made no retributive threats.

808 A.2d at 445. The decision also imposed a duty on the controlling stockholder

to permit the independent directors on the target board both free rein and adequate time to react to the tender offer, by (at the very least) hiring their own advisors, providing the minority with a *412recommendation as to the advisability of the offer, and disclosing adequate information for the minority to make an informed judgment.

Id.

Pure Resources was an evolutionary decision that raised the bar for two-step squeeze-outs. The transaction structures approved in the two preceding Court of Chancery decisions — Siliconix and Agui-la — would not have passed muster under the Pure Resources test. In Siliconix, the controller did not commit to a prompt back-end merger; it merely stated that it would “consider” a follow-on short-form merger. 2001 WL 716787, at *2. The Sili-conix court declined to impose a fairness duty in part because the Court regarded a tender offer followed by a short-form merger “as separate events.” Id. at *8 n. 35. In Aguila, the tender offeror made a back-end commitment, but the target subsidiary board lacked any independent directors. 805 A.2d at 186. The target board did not attempt to negotiate with the controller or make a recommendation on how to tender; it merely hired an investment banker and disseminated the banker’s opinion and analysis. Id. at 191. The controller in Aguila could not have satisfied its Pure Resources duty “to permit the independent directors on the target board both free rein and adequate time to react to the tender offer....” 808 A.2d at 445.

Three years after Pure Resources, Vice Chancellor Strine revisited the tension between Lynch and Siliconix in Cox Communications. Commenting on Pure Resources, he recalled that in that decision

the court decided that it was better to formulate protective standards that were more flexible, with the hope that at a later stage the two strands could be made more coherent, in a manner that addressed not only the need to protect minority stockholders but also the utility of providing a non-litigious route to effecting transactions that often were economically efficient both for the minority who received a premium and in the sense of creating more rationally organized corporations.

Cox Commc’ns, 879 A.2d at 624.

Cox Communications rendered the Lynch and Siliconix standards coherent by explaining that the business judgment rule should apply to any freeze-out transaction that is structured to mirror both elements of an arms’ length merger, viz. approval by disinterested directors and approval by disinterested stockholders. Id. at 606.

These steps are in important ways complements and not substitutes. A good board is best positioned to extract a price at the highest possible level because it does not suffer from the collective action problem of disaggregated stockholders.... Although stockholders are not well positioned to use the voting process to get the last nickel out of a purchaser, they are well positioned to police bad deals in which the board did not at least obtain something in the amorphous “range” of financial fairness.

Id. at 619. Accord Fixing Freezeouts, supra, at 63-64; Letsou & Haas, supra, at 81-94; Gilson & Gordon, supra, at 838-40. Doctrinally, the use of both structural protections results in the controller standing only on one side of the transaction — as the buyer — and renders entire fairness inapplicable. John Q. Hammons, 2009 WL 3165613, at *10.

Under the Cox Communications framework, if a freeze-out merger is both (i) negotiated and approved by a special committee of independent directors and (ii) conditioned on an affirmative vote of a majority of the minority stockholders, then *413the business judgment standard of review presumptively applies. 879 A.2d at 606. If the transaction does not incorporate both protective devices, or if a plaintiff can plead particularized facts sufficient to raise a litigable question about the effectiveness of one of the devices, then the transaction is subject to entire fairness review. Id. The viability of a challenge to a controlling stockholder merger in which both protective devices are used thus can be assessed prior to trial, either on the pleadings or via motion for summary judgment. Id. at 607, 643^5.

Likewise under the Cox Communications framework, if a first-step tender offer is both (i) negotiated and recommended by a special committee of independent directors and (ii) conditioned on the affirmative tender of a majority of the minority shares, then the business judgment standard of review presumptively applies to the freeze-out transaction. Id. at 607. As with a merger, if both requirements are not met, then the transaction is reviewed for entire fairness. Id. 8

Post-Lynch experience shows that special committees can negotiate effectively with controllers and that both special committees and minority stockholders can reject squeeze-out proposals. The 2008 exchange offer in this case was withdrawn when minority stockholders responded negatively. I am currently presiding over a challenge to a controlling transaction in which the majority-of-the-minority tender condition failed twice. See Revlon II, 990 A.2d at 957. Last fall the directors of iBasis adopted a rights plan in response to a tender offer by its controlling stockholder, Royal KPN. The iBasis directors filed two lawsuits against Royal KPN, took one of the lawsuits through trial, and ultimately extracted a price increase from $2.25 to $3 per share. In 2005, minority stockholders at Cablevision Systems Corporation rejected a going private transaction proposed by the Dolan family, which controlled 74% of the company’s voting power, despite its 51% premium over market. In 2003, the outside directors of Next Level Communications, Inc. resisted a Siliconix tender offer and filed suit against the controlling stockholder to enjoin the transaction. Next Level, 834 A.2d at 846-47. In Siliconix itself, the exchange offer that was the subject of the decision ultimately failed to satisfy its majority-of-the-minority condition. These examples augur in favor of a unified standard under which independent directors and unaffiliated stockholders are given the tools to negotiate with controllers, backstopped by mean*414ingful judicial review for fairness when those tools are withheld.

I recognize that by applying the unified standard, I reach a different conclusion than the recent Cox Radio decision, which opted to follow Pure Resources. See Cox Radio, 2010 WL 1806616, at *10-12 (approving settlement of litigation challenging Siliconix transaction). The choice among Lynch, Pure Resources, and Cox Communications implicates fundamental issues of Delaware law and public policy that only the Delaware Supreme Court can resolve. Until the Delaware Supreme Court has the opportunity to address Lynch and Silico-nix definitively, I believe the unified standard from Cox Communications offers the coherent and correct approach.

2. Applying The Unified Standard To This Case

The Tender Offer does not pass muster under the unified standard. First and most obviously, the Special Committee did not recommend in favor of the transaction. That fact alone is sufficient to end the analysis and impose an obligation on CONSOL to pay a fair price.

Second, the Special Committee was not provided with authority comparable to what a board would possess in a third-party transaction. Initially, the Special Committee was authorized only to review and evaluate the Tender Offer, to prepare a Schedule 14D-9, and to engage legal and financial advisors for those purposes. The Special Committee was not authorized to negotiate or to consider other alternatives. When Pipski asked for the authority to consider alternatives, the CNX Gas board declined his request. Later, when Pipski requested full board authority to respond to the Tender Offer, the CNX Gas board again declined his request.

The CNX Gas board majority grounded its decision on CONSOL’s unwillingness to sell its CNX Gas shares. Given CON-SOL’s position as a controlling stockholder and the additional rights CONSOL possessed under its various agreements with CNX Gas, any effort to explore strategic alternatives likely would have been an exercise in futility. But that was a decision for Pipski and his advisors to make. Armed with an appropriate delegation of authority, Pipski and the creative minds at Skadden and Lazard might have devised ways to increase the Special Committee’s leverage. They might have filed litigation against CONSOL. Or they might have considered some form of rights plan.

The defendants have pointed out that Pure Resources rejected an argument that the subsidiary board breached its fiduciary duties “by not giving the Special Committee the power to block the Offer by, among other means, deploying a poison pill.” 808 A.2d at 446. Vice Chancellor Strine decided that at that point in the evolution of the Siliconix standard, it was unnecessary:

to burden the common law of corporations with a new rule that would tend to compel the use of a device that our statutory law only obliquely sanctions and that in other contexts is subject to misuse, especially when used to block a high value bid that is not structurally coercive. When a controlling stockholder makes a tender offer that is not coercive in the sense I have articulated, therefore, the better rule is that there is no duty on its part to permit the target board to block the bid through use of the pill. Nor is there any duty on the part of the independent directors to seek blocking power.

Id. (footnotes omitted).

Since Pure Resources, Vice Chancellor Strine approved the deployment of a rights plan against a controlling stockholder, and the Delaware Supreme Court affirmed this *415decision. Hollinger Int’l v. Black, 844 A.2d 1022 (Del.Ch.2004) (“Hollinger I”), aff'd, 872 A.2d 559 (Del.2005). In Hollinger I, the subsidiary board used the rights plan to prevent the controller from selling his control block to a third party. Id. at 1088. The rights plan was deemed appropriate “as an inhibition on alienation or additional purchases” by the controller. Id. “[T]he board seeks to use the Rights Plan in a manner analogous to that articulated by Chancellor Allen in Interco, giving the board the breathing room to identify value-maximizing transactions.” Id. at 1088-89 (footnote omitted) (citing City Capital Assocs. Ltd. P’ship v. Interco Inc., 551 A.2d 787, 797-99 (Del.Ch.1988) and Ronald J. Gilson & Reinier Kraakman, Delaware’s Intermediate Standard for Defensive Tactics: Is There Substance to Proportionality Review?, 44 Bus. Law. 247 (1989) [hereinafter, “Delaware’s Intermediate Standard ”]).

A subsequent decision involving the same controlling stockholder recognizes that director primacy remains the centerpiece of Delaware law, even when a controlling stockholder is present:

The reality is that controlling stockholders have no inalienable right to usurp the authority of boards of directors that they elect. That the majority of a company’s voting power is concentrated in one stockholder does not mean that that stockholder must be given a veto over board decisions when such a veto would not also be afforded to dispersed stockholders who collectively own a majority of the votes. Like other stockholders, a controlling stockholder must live with the informed (i.e., sufficiently careful) and good faith (i.e., loyal) business decisions of the directors unless the DGCL requires a vote. That is a central premise of our law, which vests most managerial power over the corporation in the board, and not in the stockholders.

Hollinger Inc. v. Hollinger Int’l, Inc., 858 A.2d 342, 387 (Del.Ch.2004) [hereinafter, “Hollinger II ”], appeal refused, 871 A.2d 1128, 2004 WL 1732185 (Del.2004) (TABLE).

These principles apply directly here. A controller making a tender offer does not have an inalienable right to usurp or restrict the authority of the subsidiary board of directors. A subsidiary board, acting directly or through a special committee, can deploy a rights plan legitimately against a controller’s tender offer, just as against a third-party tender offer, to provide the subsidiary with time to respond, negotiate, and develop alternatives. The fact that the subsidiary’s alternatives may be limited as a practical matter does not require that the controller be given a veto over the board decision-making process. Prolonged and inequitable use of the rights plan by the subsidiary remains subject to traditional review under Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del.1985). Unlike dispersed stockholders, a controller typically also will have the ability to use its voting power to remove and replace incumbent directors and, if it wishes, force through its chosen transaction via merger.

Because a board in a third-party transaction would have the power to respond effectively to a tender offer, including by deploying a rights plan, a subsidiary board should have the same power if the freeze-out is to receive business judgment review. This does not mean that a special committee must use that power. The shadow of pill adoption alone may be sufficient to prompt a controller to give a special committee more time to negotiate or to evaluate how to proceed. What matters is that the special committee fulfills its contextualized duty to obtain the *416best transaction reasonably available for the minority stockholders. Here, the Special Committee was deprived of authority that a board would have in a third-party transaction. Under Cox Communications, this fact provides a separate and independent basis to review a controlling stockholder freeze-out for entire fairness.

Third, the plaintiffs have raised sufficient questions about the role of T. Rowe Price to undercut the effectiveness of the majority-of-the-minority tender condition. Economic incentives matter, particularly for the effectiveness of a legitimizing mechanism like a majority-of-the-minority tender condition or a stockholder vote. See Crown EMAK Partners, LLC v. Kurz, 992 A.2d 377, 388 (Del.2010) (“[W]hat legitimizes the stockholder vote as a decision-making mechanism is the premise that stockholders with economic ownership are expressing their collective view as to whether a particular course of action serves the corporate goal of stockholder wealth maximization.”) (citation and internal quotation omitted). In Pure Resources, the holders of shares subject to put agreements were excluded from the majority-of-the-minority calculation because “it is clear that the Put Agreements can create materially different incentives for the holders than if they were simply holders of Pure common stock.” 808 A.2d at 426.

T. Rowe Price as a whole owns 6.5% of CONSOL’s outstanding common stock versus 6.3% of CNX Gas. T. Rowe Price’s roughly equivalent equity interests leave it fully hedged and indifferent to the allocation of value between CONSOL and CNX Gas. To the extent the Tender Offer shortchanges CNX Gas holders, T. Rowe Price gains proportionately through its CON-SOL ownership. To the extent CONSOL overpays, T. Rowe Price gains proportionately through its CNX Gas ownership. T. Rowe Price arguably has an incentive to favor CONSOL because of its slightly larger percentage equity ownership and holdings in CONSOL debt. T. Rowe Price’s has materially different incentives than a holder of CNX Gas common stock, thereby calling into question the effectiveness of the majority-of-the-minority condition.

The defendants respond to this problem by saying I should not consider T. Rowe Price’s buy-side interest at all because considering the economic incentives of stockholders “would be unworkable as well as unwarranted.” CONSOL Defendants’ Answering Br. 26. They continue:

Sophisticated institutional investors ... often have diverse holdings that could include shares of both parent and subsidiary; they often own derivatives, have complex hedging arrangements, possess holdings in competitor corporations, and/or have made directional sector bets that could have some conceivable impact on their decision to tender. In most cases, Delaware courts will simply have no way of knowing the extent of institutional stockholders’ other investments or of discerning their true motivations for tendering.

Id. at 26-27. But nothing about this case requires that Delaware courts conduct generalized inquiries into “the extent of institutional stockholders’ other investments” or “their true motivations for tendering.”

It was neither the plaintiffs nor this Court that put the focus on T. Rowe Price and its cross-ownership. It was CONSOL who elected to pre-negotiate the terms of the Tender Offer with T. Rowe Price, a third-party non-fiduciary, rather than negotiating with the Special Committee. It was CONSOL and T. Rowe Price who chose to enter into the tender agreement. T. Rowe Price’s incentives are at issue *417because of decisions that CONSOL and T. Rowe Price chose to make.

This case also is not the result of, nor should it be read to encourage, generalized fishing expeditions into stockholder motives. T. Rowe Price is the largest minority holder of CNX Gas. It controls 37% of the public float. As the Special Committee itself concluded in the Schedule 14D-9, the tender agreement with T. Rowe Price “increases the certainty of the offer being successful and, as a result, reduces the likelihood of any increase in the offer price by reducing the negotiation leverage of the ‘majority of the minority’ condition.” As the Special Committee also observed, “T. Rowe Price’s interests may not be the same as the other minority shareholders due to the fact that T. Rowe Price beneficially owned 6.51% of the outstanding common stock of CONSOL.” This case is not about “holdings in competitor corporations” or “directional sector bets.” It is about a direct economic conflict that at best renders T. Rowe Price indifferent to the allocation of value between CONSOL and CNX Gas and at worst gives T. Rowe Price reason to favor CONSOL.

The defendants next argue that I cannot consider T. Rowe Price as a whole but rather must look through T. Rowe Price’s ownership block to consider the separate ownership stakes of the Capital Appreciation Fund and the Mid-Cap Growth Fund. The defendants argue that Giroux, who negotiated -with CONSOL, managed the Capital Appreciation Fund, which did not own any CONSOL shares. They observe that Giroux is a fiduciary for his investors and that he testified in deposition about his desire and efforts to obtain the highest price possible for T. Rowe Price’s shares of CNX Gas.

While this argument has significant force, it runs up against CONSOL’s decision to enter into the tender agreement with T. Rowe Price for all of its shares, not just the shares owned by the Capital Appreciation Fund. And CONSOL structured the majority-of-the-minority condition to include all of T. Rowe Price’s shares in the denominator, not just the shares owned by the Capital Appreciation Fund. CONSOL thus chose to deal with T. Rowe Price as a whole.

There are also serious fact issues that cloud the T. Rowe Price picture. Wake-man was an ardent backer of CONSOL and its management before, during, and after the negotiations over the tender agreement. On March 26, 2010, one week after T. Rowe Price and CONSOL struck the deal on price and five days after they announced the tender agreement, Wake-man emailed Deluliis to express his strong support:

Now that you guys have all the M/A and funding behind you, [CONSOL] can focus on running the business after 2 weeks on the road.... I just wanted to reach out to you and let you know that [the Mid-Cap Growth Fund], who was/is your largest shareholder in [CNX Gas] and [CONSOL] at T. Rowe Price, is still very positive on the management and value creation potential of a [CONSOL] investment going forward. [The Mid-Cap Growth Fund] was the majority of the $42.50 order in the [CNX equity raise]. It is interesting to note that another large portfolio manager is very interested in owning [CONSOL] and he might be another 3 million shares [sic.] at some point (limit on the deal was $42). [The Mid-Cap Growth Fund] would also be interested in rounding up our increased position size further at the right price. I realize there was a lot of emotions [sic.] surrounding the [CONSOL] buy-in of [CNX Gas] from numerous parties at our firm and your company. At this point it is water over the dam *418and the key point is making sure [CON-SOL] continues to be a successful company going forward. [The Mid-Cap Growth Fund] remains a large supporter of you, your management team and the [CONSOL] strategy. I hope [CONSOL] remains comfortable with T. Rowe Price as a very large shareholder. Thanks again for all your hope and we look forward to speaking with you going forward to talk about the next chapter of [CONSOLES growth!

Giroux testified that he spoke to Beekhuis, Wakeman’s co-manager of the Mid-Cap Growth Fund, during the March 19 negotiations over the tender agreement. The plaintiffs also point to evidence suggesting that T. Rowe Price viewed $40 as its bottom line number, arguing that the firm caved in to pressure from CONSOL. The defendants answer that the higher figure assumed a stock deal, and T. Rowe Price was happy with less cash.

It is frankly difficult for me to evaluate the parties’ competing positions on a preliminary record. It is difficult to assess the vibrancy of the negotiation process from reading Giroux and Harvey’s depositions. Key T. Rowe Price participants like Linehan, Wakeman, and Beekhuis were not deposed. I have not been provided with meaningful information about Gir-oux’s compensation or incentives. Giroux reports to Linehan, the head of global equities, who the plaintiffs say orchestrated the ultimate deal on price. I have even less information about Linehan than I do about Giroux.

Were I evaluating the Tender Offer under the Pure Resources standard, I would incline toward (i) enjoining the transaction preliminarily until CONSOL modified the Tender Offer to exclude the Mid-Cap Growth Fund shares from the majority-of-the-minority calculation and (ii) requiring disclosure of the change followed by sufficient time for CNX Gas stockholders to consider its implications and respond. But because I am evaluating the Tender Offer under the Cox Communications unified standard, I do not need to rule definitively on the effectiveness of the majority-of-the-minority condition.

The absence of Special Committee approval imposes an obligation on the defendants to show that the Tender Offer price is fair. The defendants are free to argue at a later stage of the proceeding and on a fuller record that (i) the negotiations with T. Rowe Price were truly at arms’ length and untainted by cross-ownership, and (ii) the majority-of-the-minority condition was effective.

B. The Plaintiffs’ Disclosure Claims Are Meritless.

In contrast to their fairness claim, where the plaintiffs have shown a probability of success on the merits, the plaintiffs’ disclosure claims are meritless. The existence and scope of the duty of disclosure is not disputed. See, e.g., Pure Resources, 808 A.2d at 447-52 (describing applicable legal principles).

First, the plaintiffs cite a sentence in the Offer to Purchase in which CONSOL disclosed that between 2008 and 2010, “from time to time, representatives of CONSOL and/or its senior management held meetings with certain significant stockholders of CNX Gas, and also attended social occasions at which significant stockholders of CNX Gas were present.” Plaintiffs claim CONSOL did not describe the nature of those discussions. The Offer to Purchase states that the discussions concerned “the businesses of CONSOL and CNX Gas.” The plaintiffs were free to explore this issue in discovery. They have not identified any potentially material information about the discussions.

*419Second, plaintiffs claim that the Offer to Purchase does not disclose whether any large shareholders other than T. Rowe Price entered into any sort of agreement with CONSOL to tender their shares. The absence of a disclosure means there is nothing to disclose. If the plaintiffs had identified an agreement during discovery, the result obviously would be different.

Third, the plaintiffs assert that the EBITDA figures from CONSOL’s management projections do not match up with those used in a presentation by Stifel Financial, CONSOL’s investment banker. The Stifel EBITDA figures that the plaintiffs cite did not come from management projections, but rather from Bloomberg consensus estimates. Elsewhere in its analysis, Stifel used management’s EBIT-DA projections, and they correspond to the EBITDA numbers disclosed in the Offer to Purchase. Stifel’s complete presentation is disclosed as an exhibit to the CONSOL Schedule 13E-3.

Relatedly, plaintiffs argue that the Offer to Purchase does not provide updated and realistic financial projections. The plaintiffs have not identified any additional projections, and the defendants cannot disclose projections that do not exist. The Offer to Purchase and the Schedule 14D-9 already disclose the projections that were provided to Stifel and Lazard. The plaintiffs have not convinced me that anything more is needed in this case, such as the “price deck” underlying the projections.

Fourth, the plaintiffs object that Stifel’s valuation multiples for CNX Gas differ depending on whether the multiples are calculated based on earnings or based on proven reserves. When different valuation metrics are employed, different multiples frequently result. The plaintiffs also object that Lazard derived EBITDA multiples for CNX Gas using a comparable companies analysis and then used different and lower EBITDA multiples when determining the terminal value of CNX Gas in its discounted cash flow analysis. Using the lower EBITDA multiples decreases the value of the DCF range. The Lazard representative provided a plausible explanation for using lower multiples, namely that at the point when the terminal value is calculated in 2019, CNX Gas will be a mature company, will have depleted more of its reserves, and therefore should command a lower multiple. Regardless, the debate does not give rise to a disclosure claim. What matters is that the Schedule 14D-9 accurately summarizes the valuation methodologies used by Lazard. The plaintiffs have not offered any evidence suggesting bad faith or an improper manipulation of the valuation methodology.

Finally, the plaintiffs contend that the Schedule 14D-9 does not disclose the amount or nature of investment banking or other financial services that Lazard is currently providing or expects to provide to CONSOL or the anticipated fees and revenues to Lazard for the provision of these services. The Schedule 14D-9 is silent as to any work that Lazard is currently doing for CONSOL because Lazard is not currently doing any work for CONSOL. The Schedule 14D-9 discloses that Lazard “may provide investment banking services to [CNX Gas] or CONSOL in the future, for which Lazard may receive compensation.” The plaintiffs had the opportunity to take discovery and have not identified anything that would suggest that Lazard in fact is performing any financial services for CONSOL now or expects to in the future.

C. Irreparable Harm And The Balance Of Hardships

If I had evaluated the Tender Offer under the Pure Resources standard, I would face difficult tasks in assessing ir*420reparable harm and balancing hardships. As noted, I harbor serious concern about the structure of the majority-of-the-minority tender condition. I also question whether the limitations CONSOL put on the Special Committee violated its Pure Resources duty “to permit the independent directors on the target board both free rein and adequate time to react to the tender offer.” 808 A.2d at 445; see Cox Radio, 2010 WL 1806616, at *12 (noting that if a special committee were not granted negotiating power, “the Transaction probably would not be entitled to protection under Pure Resources, as the Special Committee would have lacked the requisite free rein to provide the minority with a meaningful recommendation on the Transaction”). Under Pure Resources, these problems would weigh in favor of an injunction.

Otherwise, the Tender Offer is not coercive in any traditional non-Lynch sense. It is not structurally coercive because of the prompt back-end merger commitment at the same Tender Offer price. Pure Resources, 808 A.2d at 438. No one argues that the Tender Offer is substantively coercive. See Chesapeake Corp. v. Shore, 771 A.2d 293, 324-25 (Del.Ch.2000) (discussing substantive coercion as conceived in Delaware’s Intermediate Standard, supra). The plaintiffs half-heartedly contend that the Schedule TO contains retributive threats, but the Schedule TO’s descriptions about actions CONSOL may consider if the Tender Offer fails are facially neutral, balanced, and informative, not threatening. See Next Level, 834 A.2d at 853 (“Generally, reports of factual matters that are neutrally stated and not threatening do not amount to wrongful coercion.”); compare Eisenberg v. Chicago Milwaukee Corp., 537 A.2d 1051, 1062 (Del.Ch.1987) (describing explicit threat by controller to delist shares). The Tender Offer is an all-cash, premium transaction. No transactional alternative has been identified. Typically such a transaction will not be enjoined absent “not only a special conviction about the strength of the legal claim asserted, but also a strong sense that the risks in granting the preliminary relief of a[n] untoward financial result from the stockholders’ point of view [are] small.” Solash v. Telex Corp., 1988 WL 3587, at *13 (Del.Ch. Jan. 19, 1988) (Allen, C.). CONSOL reserved the right in its Schedule TO to withdraw its Tender Offer if an injunction issues. I would be forced to balance the benefits of fuller compliance with the Pure Resources framework against the risk of transactional jeopardy.

My decision to apply the Cox Communications unified standard simplifies matters. A plaintiff seeking to enjoin a tender offer must show that a post-trial award of money damages would not be a sufficient remedy. Gradient OC Master, Ltd. v. NBC Universal, Inc., 930 A.2d 104, 132 (Del.Ch.2007). If the defendants fail to establish that the tender price is fair, an award of money damages can be fashioned. No question has been raised, much less evidence presented, to cast doubt on CONSOLE solvency or ability to satisfy a damages award. The plaintiffs therefore have not shown any threat of irreparable harm. Given the availability of monetary relief, the balance of the equities favors the denial of the motion for preliminary injunction. Abrons v. Marée, 911 A.2d 805, 810-11 (Del.Ch.2006).

III. CONCLUSION

For the foregoing reasons, I deny the plaintiffs’ motion for a preliminary injunction. IT IS SO ORDERED.