Until eаrly this yeаr, Pаrenscо, Inc. (“Parenscо”) оwned 75% of the outstanding shares of Subco Corp (“Subco”). The remaining 25% of the outstanding shares of Subco were held by numerous other shareholders. The president of Parensco is Carr, who is also a director of Parensco.Several months ago, the president of Aster, Inc. (“Aster”) approached Carr, expressed an interest in acquiring control of Subco, and stated that Aster would consider a purchase price in the range of $200 per Subco share. After Carr’s conversation with Aster, the board of directors of Parensco decided to merge Subco into Parensco. The purchase price for the 25% of the outstanding shares of Subco not owned by Parensco was set at $120 per share.After its board duly authorized this transaction, Parensco issued the following press release: The board of Parensco announced today that it seeks to acquire the 25% of Subco that it does not own. Subject to the approval of the Subco board, Parensco will pay $120 for each share of Subco in a cash-out merger, for a total cost to Parensco of $200 million.Shortly after this press release was issued, the Board of Directors of Subco (“Subco board”), consisting solely of officers and directors of Parensco, but not including Carr, met to consider the merger offer. At the meeting, the Subco Board heard a brief presentation from Carr and reviewed a report from Banker, an investment banker. Banker's report advised that after undertaking a review of Subco, a fair value of Subco was $800 million and the price of $120 per share was generous for a minority interest in the corporation. Neither the Subco board nor Banker was aware of the discussion between Carr and Aster. After hearing Carr's presentation and reviewing Banker's report, the Subco board voted to approve the merger after a brief discussion and without any further investigation.Parensco and Subco then issued a proxy statement to the Subco shareholders, which was complete and accurate except for its failure to mention the Aster proposal.The merger was approved by a vote of 90% of the outstanding Subco shares, consisting of the 75% of outstanding shares held by Parensco and 15% of the outstanding shares held by minority shareholders. The merger was then consummated and Parensco sent checks to the Subco shareholders in payment for their stock. A few months later, Parensco announced the sale of $3 billion of the division of its business consisting almost exclusively of assets acquired in the Subco merger.Did Parensco breach any of its fiduciary duties by failing to disclose the Aster proposal to the minority shareholders of Subco? Explain.Did the Subco board breach its duty of care in approving the merger? Explain.Did Parensco breach any duty to the minority shareholders of Subco by offering them only $120 per share? Explain.
Where is the prоmised lаnd fоr the defeаted sоldiers of Troy?
In Cаntо X, Dаnte meets up with twо leаders frоm the Ghibelline party. Who are these men?