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A conflict of interest existed with respect to one member of the Board of Directors. The remaining directors had been fully informed, were disinterested, and

A conflict of interest existed with respect to one member of the Board of Directors. The remaining directors had been fully informed, were disinterested, and approved the transaction in question by a majority vote. The transaction will not be protected because the remaining directors can never cure a conflict of interest that a fellow member of the Board had.

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