JACOBS, Justice: Pending before us are cross-appeals from a judgment of the Court of Chancery in an action brought by Walter A. Wins-hall (“Winshall”), as representative of the former stockholders (the “Selling Shareholders”) of Harmonix Music Systems, Inc. (“Harmonix”). The dispute arose out of a merger in 2006 (the “Merger”), wherein Harmonix was acquired by Viacom International, Inc. (“Viacom”). For the reasons stated in i…
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