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Transactions in Control                   Has he disclosed his interest? YES Then this isn't a transaction in control, dummy. But is there a nonmajority interested shareholder? NO Is there a controlling shareholder? YES What's he doing with his control? Selling it. YES NO Did either the disinterested directors or the shareholders ratify? In itself unfair. Disgorgement of profits even if price was fair. (Oysters) Do a majority of the minority shareholders ratify? Or did majority of disinterested directors approve? Exercising it. (Kahn v. Lynch). Free to get a premium unless it interferes with long-term interests of the corporation. (Zeitlin, Perlmann) NO YES NO YES Equal fairness, burden on D. (Cookies, Cooke) Was the transaction waste? Equal fairness, burden on D. Equal fairness, burden on P.   YES NO Requires unanimous consent of shareholders. (Vogelstein) Equal fairness, burden on P.