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and other jointly administered debtors, Plaintiff, v. (the “Certificate of Incorporation”), which protects directors to the fullest extent permitted by the laws of Delaware, including Section 102(b)(7) of the Delaware General Corporation Law.

ILYAS TARIQ KHAN, STANHILL SPECIAL SITUATIONS FUND, STANHILL CAPITAL PARTNERS, LTD., and CROSBY (HONG KONG), LTD., Defendants. 12-10289 (KJC) (Jointly Administered), Adversary No. Delaware courts recognize the basic tenet that the board of directors has the ultimate responsibility for managing the business and affairs of a corporation and, in discharging this function, the directors owe fiduciary duties of care and loyalty to the corporation and its shareholders.

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