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Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc./Opinion of the Court

[p175] In this battle for corporate control of Revlon, Inc. (Revlon), the Court of Chancery enjoined certain transactions designed to thwart the efforts of Pantry Pride, Inc. (Pantry Pride) to acquire Revlon. The defendants are Revlon, its board of directors, and Forstmann Little & Co. and the latter's affiliated limited partnership (collectively, Forstmann). The injunction barred consummation of an option granted Forstmann to purchase certain Revlon assets (the lock-up option), a promise by Revlon to deal exclusively with Forstmann in the face of a takeover (the no-shop provision), and the payment of a $ 25 million cancellation fee to Forstmann if the transaction was aborted. The Court of Chancery found that the Revlon directors had breached their duty of care by entering into the foregoing transactions [p176]  and effectively ending an active auction for the company. The trial court ruled that such arrangements are not illegal per se under Delaware law, but that their use under the circumstances here was impermissible. We agree. See MacAndrews & Forbes Holdings, Inc. v. Revlon, Inc., Del. Ch., 501 A.2d 1239 (1985). Thus, we granted this expedited interlocutory appeal to consider for the first time the validity of such defensive measures in the face of an active bidding contest for corporate control. Additionally, we address for the first time the extent to which a corporation may consider the impact of a takeover threat on constituencies other than shareholders. See Unocal Corp. v. Mesa Petroleum Co., Del. Supr., 493 A.2d 946, 955 (1985).

In our view, lock-ups and related agreements are permitted under Delaware law where their adoption is untainted by director interest or other breaches of fiduciary duty. The actions taken by the Revlon directors, however, did not meet this standard. Moreover, while concern for various corporate constituencies is proper when addressing a takeover threat, that principle is limited by the requirement that there be some rationally related benefit accruing to the stockholders. We find no such benefit here.

Thus, under all the circumstances we must agree with the Court of Chancery that the enjoined Revlon defensive measures were inconsistent with the directors' duties to the stockholders. Accordingly, we affirm.

I.
The somewhat complex maneuvers of the parties necessitate a rather detailed examination of the facts. The prelude to this controversy began in June 1985, when Ronald O. Perelman, chairman of the board and chief executive officer of Pantry Pride, met with his counterpart at Revlon, Michel C. Bergerac, to discuss a friendly acquisition of Revlon by Pantry Pride. Perelman suggested a price in the range of $ 40-50 per share, but the meeting ended with Bergerac dismissing those figures as considerably below Revlon's intrinsic value. All subsequent Pantry Pride overtures were rebuffed, perhaps in part based on Mr. Bergerac's strong personal antipathy to Mr. Perelman.

Thus, on August 14, Pantry Pride's board authorized Perelman to acquire Revlon, either through negotiation in the $ 42-$ 43 per share range, or by making a hostile tender offer at $ 45. Perelman then met with Bergerac and outlined Pantry Pride's alternate approaches. Bergerac remained adamantly opposed to such schemes and conditioned any further discussions of the matter on Pantry Pride executing a standstill agreement prohibiting it from acquiring Revlon without the latter's prior approval.

On August 19, the Revlon board met specially to consider the impending threat of a hostile bid by Pantry Pride. At the meeting, Lazard Freres, Revlon's investment [p177]  banker, advised the directors that $ 45 per share was a grossly inadequate price for the company. Felix Rohatyn and William Loomis of Lazard Freres explained to the board that Pantry Pride's financial strategy for acquiring Revlon would be through "junk bond" financing followed by a break-up of Revlon and the disposition of its assets. With proper timing, according to the experts, such transactions could produce a return to Pantry Pride of $ 60 to $ 70 per share, while a sale of the company as a whole would be in the "mid 50" dollar range. Martin Lipton, special counsel for Revlon, recommended two defensive measures: first, that the company repurchase up to 5 million of its nearly 30 million outstanding shares; and second, that it adopt a Note Purchase Rights Plan. Under this plan, each Revlon shareholder would receive as a dividend one Note Purchase Right (the Rights) for each share of common stock, with the Rights entitling the holder to exchange one common share for a $ 65 principal Revlon note at 12% interest with a one-year maturity. The Rights would become effective whenever anyone acquired beneficial ownership of 20% or more of Revlon's shares, unless the purchaser acquired all the company's stock for cash at $ 65 or more per share. In addition, the Rights would not be available to the acquiror, and prior to the 20% triggering event the Revlon board could redeem the rights for 10 cents each. Both proposals were unanimously adopted.

Pantry Pride made its first hostile move on August 23 with a cash tender offer for any and all shares of Revlon at $ 47.50 per common share and $ 26.67 per preferred share, subject to (1) Pantry Pride's obtaining financing for the purchase, and (2) the Rights being redeemed, rescinded or voided.

The Revlon board met again on August 26. The directors advised the stockholders to reject the offer. Further defensive measures also were planned. On August 29, Revlon commenced its own offer for up to 10 million shares, exchanging for each share of common stock tendered one Senior Subordinated Note (the Notes) of $ 47.50 principal at 11.75% interest, due 1995, and one-tenth of a share of $ 9.00 Cumulative Convertible Exchangeable Preferred Stock valued at $ 100 per share. Lazard Freres opined that the notes would trade at their face value on a fully distributed basis. Revlon stockholders tendered 87 percent of the outstanding shares (approximately 33 million), and the company accepted the full 10 million shares on a pro rata basis. The new Notes contained covenants which limited Revlon's ability to incur additional debt, sell assets, or pay dividends unless otherwise approved by the "independent" (non-management) members of the board.

At this point, both the Rights and the Note covenants stymied Pantry Pride's attempted takeover. The next move came on September 16, when Pantry Pride announced a new tender offer at $ 42 per share, conditioned upon receiving at least 90% of the outstanding stock. Pantry Pride also indicated that it would consider buying less than 90%, and at an increased price, if Revlon removed the impeding Rights. While this offer was lower on its face than the earlier $ 47.50 proposal, Revlon's investment banker, Lazard Freres, described the two bids as essentially equal in view of the completed exchange offer.

The Revlon board held a regularly scheduled meeting on September 24. The directors rejected the latest Pantry Pride offer and authorized management to negotiate with other parties interested in acquiring Revlon. Pantry Pride remained determined in its efforts and continued to make cash bids for the company, offering $ 50 per share on September 27, and raising its bid to $ 53 on October 1, and then to $ 56.25 on October 7.

[p178] In the meantime, Revlon's negotiations with Forstmann and the investment group Adler & Shaykin had produced results. The Revlon directors met on October 3 to consider Pantry Pride's $ 53 bid and to examine possible alternatives to the offer. Both Forstmann and Adler & Shaykin made certain proposals to the board. As a result, the directors unanimously agreed to a leveraged buyout by Forstmann. The terms of this accord were as follows: each stockholder would get $ 56 cash per share; management would purchase stock in the new company by the exercise of their Revlon "golden parachutes"; Forstmann would assume Revlon's $ 475 million debt incurred by the issuance of the Notes; and Revlon would redeem the Rights and waive the Notes covenants for Forstmann or in connection with any other offer superior to Forstmann's. The board did not actually remove the covenants at the October 3 meeting, because Forstmann then lacked a firm commitment on its financing, but accepted the Forstmann capital structure, and indicated that the outside directors would waive the covenants in due course. Part of Forstmann's plan was to sell Revlon's Norcliff Thayer and Reheis divisions to American Home Products for $335 million. Before the merger, Revlon was to sell its cosmetics and fragrance division to Adler & Shaykin for $ 905 million. These transactions would facilitate the purchase by Forstmann or any other acquiror of Revlon.

When the merger, and thus the waiver of the Notes covenants, was announced, the market value of these securities began to fall. The Notes, which originally traded near par, around 100, dropped to 87.50 by October 8. One director later reported (at the October 12 meeting) a "deluge" of telephone calls from irate noteholders, and on October 10 the Wall Street Journal reported threats of litigation by these creditors.

Pantry Pride countered with a new proposal on October 7, raising its $ 53 offer to $ 56.25, subject to nullification of the Rights, a waiver of the Notes covenants, and the election of three Pantry Pride directors to the Revlon board. On October 9, representatives of Pantry Pride, Forstmann and Revlon conferred in an attempt to negotiate the fate of Revlon, but could not reach agreement. At this meeting Pantry Pride announced that it would engage in fractional bidding and top any Forstmann offer by a slightly higher one. It is also significant that Forstmann, to Pantry Pride's exclusion, had been made privy to certain Revlon financial data. Thus, the parties were not negotiating on equal terms.

Again privately armed with Revlon data, Forstmann met on October 11 with Revlon's special counsel and investment banker. On October 12, Forstmann made a new $ 57.25 per share offer, based on several conditions. The principal demand was a lock-up option to purchase Revlon's Vision Care and National Health Laboratories divisions for $ 525 million, some $ 100-$ 175 million below the value ascribed to them by Lazard Freres, if another acquiror got 40% of Revlon's shares. Revlon also was required to accept a no-shop provision. The Rights and Notes covenants had to be removed as in the October 3 agreement. There would be a $ 25 million cancellation fee to be placed in escrow, and released to Forstmann if the new agreement terminated or if another acquiror got more than 19.9% of Revlon's stock. Finally, there would be no participation by Revlon management in the merger. In return, Forstmann agreed to support the par value [p179]  of the Notes, which had faltered in the market, by an exchange of new notes. Forstmann also demanded immediate acceptance of its offer, or it would be withdrawn. The board unanimously approved Forstmann's proposal because: (1) it was for a higher price than the Pantry Pride bid, (2) it protected the noteholders, and (3) Forstmann's financing was firmly in place. The board further agreed to redeem the rights and waive the covenants on the preferred stock in response to any offer above $ 57 cash per share. The covenants were waived, contingent upon receipt of an investment banking opinion that the Notes would trade near par value once the offer was consummated.

Pantry Pride, which had initially sought injunctive relief from the Rights plan on August 22, filed an amended complaint on October 14 challenging the lock-up, the cancellation fee, and the exercise of the Rights and the Notes covenants. Pantry Pride also sought a temporary restraining order to prevent Revlon from placing any assets in escrow or transferring them to Forstmann. Moreover, on October 22, Pantry Pride again raised its bid, with a cash offer of $ 58 per share conditioned upon nullification of the Rights, waiver of the covenants, and an injunction of the Forstmann lock-up.

On October 15, the Court of Chancery prohibited the further transfer of assets, and eight days later enjoined the lock-up, no-shop, and cancellation fee provisions of the agreement. The trial court concluded that the Revlon directors had breached their duty of loyalty by making concessions to Forstmann, out of concern for their liability to the noteholders, rather than maximizing the sale price of the company for the stockholders' benefit. MacAndrews & Forbes Holdings, Inc. v. Revlon, Inc., 501 A.2d at 1249-50.

II.
To obtain a preliminary injunction, a plaintiff must demonstrate both a reasonable probability of success on the merits and some irreparable harm which will occur absent the injunction. Gimbel v. Signal Companies, Del. Ch., 316 A.2d 599, 602 (1974), aff'd, Del. Supr., 316 A.2d 619 (1974). Additionally, the Court shall balance the conveniences of and possible injuries to the parties. Id.

A.
We turn first to Pantry Pride's probability of success on the merits. The ultimate responsibility for managing the business and affairs of a corporation falls on its board of directors. 8 Del.C. § 141(a). In discharging this function the directors owe fiduciary duties of care and loyalty to the corporation and its shareholders. Guth v. Loft, Inc., 23 Del. Ch. 255, 5 A.2d 503, 510 (1939); Aronson v. Lewis, Del. Supr., 473 A.2d 805, 811 (1984). These principles apply with equal force when a board approves a corporate merger pursuant to 8 Del.C. § 251(b); Smith v. Van Gorkom, Del. Supr., 488 A.2d 858, 873 (1985); and of course they are the bedrock of our law regarding corporate takeover issues. Pogostin v. Rice, Del. Supr., 480 A.2d 619, 624 (1984); Unocal Corp. v. Mesa [p180]  Petroleum Co., Del. Supr., 493 A.2d 946, 953, 955 (1985); Moran v. Household International, Inc., Del. Supr., 500 A.2d 1346, 1350 (1985). While the business judgment rule may be applicable to the actions of corporate directors responding to takeover threats, the principles upon which it is founded -- care, loyalty and independence must first be satisfied. Aronson v. Lewis, 473 A.2d at 812.

If the business judgment rule applies, there is a "presumption that in making a business decision the directors of a corporation acted on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the company." Aronson v. Lewis, 473 A.2d at 812. However, when a board implements anti-takeover measures there arises "the omnipresent specter that a board may be acting primarily in its own interests, rather than those of the corporation and its shareholders . . ." Unocal Corp. v. Mesa Petroleum Co., 493 A.2d at 954. This potential for conflict places upon the directors the burden of proving that they had reasonable grounds for believing there was a danger to corporate policy and effectiveness, a burden satisfied by a showing of good faith and reasonable investigation. Id. at 955. In addition, the directors must analyze the nature of the takeover and its effect on the corporation in order to ensure balance -- that the responsive action taken is reasonable in relation to the threat posed. Id.

B.
The first relevant defensive measure adopted by the Revlon board was the Rights Plan, which would be considered a "poison pill" in the current language of corporate takeovers -- a plan by which shareholders receive the right to be bought out by the corporation at a substantial premium on the occurrence of a stated triggering event. See generally Moran v. Household International, Inc., Del. Supr., 500 A.2d 1346 (1985). By 8 Del.C. §§ 141 and 122(13), the board clearly had the power to adopt the measure. See Moran v. Household International, Inc., 500 A.2d at 1351. Thus, the focus becomes one of reasonableness and purpose.

The Revlon board approved the Rights Plan in the face of an impending hostile takeover bid by Pantry Pride at $45 per share, a price which Revlon reasonably concluded was grossly inadequate. Lazard Freres had so advised the directors, and had also informed them that Pantry Pride was a small, highly leveraged company bent on a "bust-up" takeover by using "junk bond" financing to buy Revlon cheaply, sell the acquired assets to pay the [p181]  debts incurred, and retain the profit for itself. In adopting the Plan, the board protected the shareholders from a hostile takeover at a price below the company's intrinsic value, while retaining sufficient flexibility to address any proposal deemed to be in the stockholders' best interests.

To that extent the board acted in good faith and upon reasonable investigation. Under the circumstances it cannot be said that the Rights Plan as employed was unreasonable, considering the threat posed. Indeed, the Plan was a factor in causing Pantry Pride to raise its bids from a low of $ 42 to an eventual high of $ 58. At the time of its adoption the Rights Plan afforded a measure of protection consistent with the directors' fiduciary duty in facing a takeover threat perceived as detrimental to corporate interests. Unocal, 493 A.2d at 954-55. Far from being a "show-stopper," as the plaintiffs had contended in Moran, the measure spurred the bidding to new heights, a proper result of its implementation. See Moran, 500 A.2d at 1354, 1356-67.

Although we consider adoption of the Plan to have been valid under the circumstances, its continued usefulness was rendered moot by the directors' actions on October 3 and October 12. At the October 3 meeting the board redeemed the Rights conditioned upon consummation of a merger with Forstmann, but further acknowledged that they would also be redeemed to facilitate any more favorable offer. On October 12, the board unanimously passed a resolution redeeming the Rights in connection with any cash proposal of $ 57.25 or more per share. Because all the pertinent offers eventually equalled or surpassed that amount, the Rights clearly were no longer any impediment in the contest for Revlon. This mooted any question of their propriety under Moran or Unocal.

C.
The second defensive measure adopted by Revlon to thwart a Pantry Pride takeover was the company's own exchange offer for 10 million of its shares. The directors' general broad powers to manage the business and affairs of the corporation are augmented by the specific authority conferred under 8 Del.C. § 160(a), permitting the company to deal in its own stock. Unocal, 493 A.2d at 953-54; Cheff v. Mathes, Del. Supr., 41 Del. Ch. 494, 199 A.2d 548, 554 (1964); Kors v. Carey, Del. Ch., 39 Del. Ch. 47, 158 A.2d 136, 140 (1960). However, when exercising that power in an effort to forestall a hostile takeover, the board's actions are strictly held to the fiduciary standards outlined in Unocal. These standards require the directors to determine the best interests of the corporation and its stockholders, and impose an enhanced duty to abjure any action that is motivated by considerations other than a good faith concern for such interests. Unocal, 493 A.2d at 954-55; see Bennett v. Propp, Del. Supr., 41 Del. Ch. 14, 187 A.2d 405, 409 (1962).

The Revlon directors concluded that Pantry Pride's $ 47.50 offer was grossly inadequate. In that regard the board acted in good faith, and on an informed basis, with reasonable grounds to believe that there existed a harmful threat to the corporate enterprise. The adoption of a defensive measure, reasonable in relation to the threat posed, was proper and fully accorded with the powers, duties, and responsibilities conferred upon directors under our law. Unocal, 493 A.2d at 954; Pogostin v. Rice, 480 A.2d at 627.

[p182]

D.
However, when Pantry Pride increased its offer to $ 50 per share, and then to $ 53, it became apparent to all that the break-up of the company was inevitable. The Revlon board's authorization permitting management to negotiate a merger or buyout with a third party was a recognition that the company was for sale. The duty of the board had thus changed from the preservation of Revlon as a corporate entity to the maximization of the company's value at a sale for the stockholders' benefit. This significantly altered the board's responsibilities under the Unocal standards. It no longer faced threats to corporate policy and effectiveness, or to the stockholders' interests, from a grossly inadequate bid. The whole question of defensive measures became moot. The directors' role changed from defenders of the corporate bastion to auctioneers charged with getting the best price for the stockholders at a sale of the company.

III.
This brings us to the lock-up with Forstmann and its emphasis on shoring up the sagging market value of the Notes in the face of threatened litigation by their holders. Such a focus was inconsistent with the changed concept of the directors' responsibilities at this stage of the developments. The impending waiver of the Notes covenants had caused the value of the Notes to fall, and the board was aware of the noteholders' ire as well as their subsequent threats of suit. The directors thus made support of the Notes an integral part of the company's dealings with Forstmann, even though their primary responsibility at this stage was to the equity owners.

The original threat posed by Pantry Pride -- the break-up of the company -- had become a reality which even the directors embraced. Selective dealing to fend off a hostile but determined bidder was no longer a proper objective. Instead, obtaining the highest price for the benefit of the stockholders should have been the central theme guiding director action. Thus, the Revlon board could not make the requisite showing of good faith by preferring the noteholders and ignoring its duty of loyalty to the shareholders. The rights of the former already were fixed by contract. Wolfensohn v. Madison Fund, Inc., Del. Supr., 253 A.2d 72, 75 (1969); Harff v. Kerkorian, Del. Ch., 324 A.2d 215 (1974). The noteholders required no further protection, and when the Revlon board entered into an auction-ending lock-up agreement with Forstmann on the basis of impermissible considerations at the expense of the shareholders, the directors breached their primary duty of loyalty.

The Revlon board argued that it acted in good faith in protecting the noteholders because Unocal permits consideration of other corporate constituencies. Although such considerations may be permissible, there are fundamental limitations upon that prerogative. A board may have regard for various constituencies in discharging its responsibilities, provided there are rationally related benefits accruing to the stockholders. Unocal, 493 A.2d at 955. However, such concern for non-stockholder interests is inappropriate when an auction among active bidders is in progress, and the object no longer is to protect or maintain the corporate enterprise but to sell it to the highest bidder.

Revlon also contended that by Gilbert v. El Paso Co., Del. Ch., 490 A.2d 1050, 1054-55 (1984), it had contractual and good faith obligations to consider the noteholders. However, any such duties are limited to the principle that one may not interfere with contractual relationships by improper actions. Here, the rights of the noteholders were fixed by agreement, and there is nothing of substance to suggest that any of those terms were violated. The Notes covenants specifically contemplated a waiver to permit sale of the company at a fair price. The Notes were accepted by the holders on that basis, including the risk of an adverse market effect stemming from a waiver. Thus, nothing remained for Revlon [p183]  to legitimately protect, and no rationally related benefit thereby accrued to the stockholders. Under such circumstances we must conclude that the merger agreement with Forstmann was unreasonable in relation to the threat posed.

A lock-up is not per se illegal under Delaware law. Its use has been approved in an earlier case. Thompson v. Enstar Corp., Del. Ch., 509 A.2d 578 (1984). Such options can entice other bidders to enter a contest for control of the corporation, creating an auction for the company and maximizing shareholder profit. Current economic conditions in the takeover market are such that a "white knight" like Forstmann might only enter the bidding for the target company if it receives some form of compensation to cover the risks and costs involved. Note, Corporations-Mergers -- "Lock-up" Enjoined Under Section 14(e) of Securities Exchange Act -- Mobil Corp. v. Marathon Oil Co., 669 F.2d 366 (6th Cir. 1981), 12 Seton Hall L. Rev. 881, 892 (1982). However, while those lock-ups which draw bidders into the battle benefit shareholders, similar measures which end an active auction and foreclose further bidding operate to the shareholders' detriment. Note, Lock-up Options: Toward a State Law Standard, 96 Harv. L. Rev. 1068, 1081 (1983).

Recently, the United States Court of Appeals for the Second Circuit invalidated a lock-up on fiduciary duty grounds similar to those here. Hanson Trust PLC, et al. v. ML SCM Acquisition Inc., et al., 781 F.2d 264 (2nd Cir. 1986). Citing Thompson v. Enstar Corp., supra, with approval, the court stated:

"In this regard, we are especially mindful that some lock-up options may be beneficial to the shareholders, such as those that induce a bidder to compete for control of a corporation, while others may be harmful, such as those that effectively preclude bidders from competing with the optionee bidder. 781 F.2d at 274."

In Hanson Trust, the bidder, Hanson, sought control of SCM by a hostile cash tender offer. SCM management joined with Merrill Lynch to propose a leveraged buy-out of the company at a higher price, and Hanson in turn increased its offer. Then, despite very little improvement in its subsequent bid, the management group sought a lock-up option to purchase SCM's two main assets at a substantial discount. The SCM directors granted the lock-up without adequate information as to the size of the discount or the effect the transaction would have on the company. Their action effectively ended a competitive bidding situation. The Hanson Court invalidated the lock-up because the directors failed to fully inform themselves about the value of a transaction in which management had a strong self-interest. "In short, the Board appears to have failed to ensure that negotiations for alternative bids were conducted by those whose only loyalty was to the shareholders." Id. at 277.

The Forstmann option had a similar destructive effect on the auction process. Forstmann had already been drawn into the contest on a preferred basis, so the result of the lock-up was not to foster bidding, but to destroy it. The board's stated reasons for approving the transactions were: (1) better financing, (2) noteholder [p184]  protection, and (3) higher price. As the Court of Chancery found, and we agree, any distinctions between the rival bidders' methods of financing the proposal were nominal at best, and such a consideration has little or no significance in a cash offer for any and all shares. The principal object, contrary to the board's duty of care, appears to have been protection of the noteholders over the shareholders' interests.

While Forstmann's $ 57.25 offer was objectively higher than Pantry Pride's $ 56.25 bid, the margin of superiority is less when the Forstmann price is adjusted for the time value of money. In reality, the Revlon board ended the auction in return for very little actual improvement in the final bid. The principal benefit went to the directors, who avoided personal liability to a class of creditors to whom the board owed no further duty under the circumstances. Thus, when a board ends an intense bidding contest on an insubstantial basis, and where a significant by-product of that action is to protect the directors against a perceived threat of personal liability for consequences stemming from the adoption of previous defensive measures, the action cannot withstand the enhanced scrutiny which Unocal requires of director conduct. See Unocal, 493 A.2d at 954-55.

In addition to the lock-up option, the Court of Chancery enjoined the no-shop provision as part of the attempt to foreclose further bidding by Pantry Pride. MacAndrews & Forbes Holdings, Inc. v. Revlon, Inc., 501 A.2d at 1251. The no-shop provision, like the lock-up option, while not per se illegal, is impermissible under the Unocal standards when a board's primary duty becomes that of an auctioneer responsible for selling the company to the highest bidder. The agreement to negotiate only with Forstmann ended rather than intensified the board's involvement in the bidding contest.

It is ironic that the parties even considered a no-shop agreement when Revlon had dealt preferentially, and almost exclusively, with Forstmann throughout the contest. After the directors authorized management to negotiate with other parties, Forstmann was given every negotiating advantage that Pantry Pride had been denied: cooperation from management, access to financial data, and the exclusive opportunity to present merger proposals directly to the board of directors. Favoritism for a white knight to the total exclusion of a hostile bidder might be justifiable when the latter's offer adversely affects shareholder interests, but when bidders make relatively similar offers, or dissolution of the company becomes inevitable, the directors cannot fulfill their enhanced Unocal duties by playing favorites with the contending factions. Market forces must be allowed to operate freely to bring the target's shareholders the best price available for their equity. Thus, as the trial court ruled, the shareholders' interests necessitated that the board remain free to negotiate in the fulfillment of that duty.

The court below similarly enjoined the payment of the cancellation fee, pending a resolution of the merits, because the fee was part of the overall plan to thwart Pantry Pride's efforts. We find no abuse of discretion in that ruling.

IV.
Having concluded that Pantry Pride has shown a reasonable probability of success on the merits, we address the issue of irreparable harm. The Court of Chancery ruled that unless the lock-up and other aspects of the agreement were enjoined, Pantry Pride's opportunity to bid for Revlon was lost. The court also held that the need for both bidders to compete [p185]  in the marketplace outweighed any injury to Forstmann. Given the complexity of the proposed transaction between Revlon and Forstmann, the obstacles to Pantry Pride obtaining a meaningful legal remedy are immense. We are satisfied that the plaintiff has shown the need for an injunction to protect it from irreparable harm, which need outweighs any harm to the defendants.

V.
In conclusion, the Revlon board was confronted with a situation not uncommon in the current wave of corporate takeovers. A hostile and determined bidder sought the company at a price the board was convinced was inadequate. The initial defensive tactics worked to the benefit of the shareholders, and thus the board was able to sustain its Unocal burdens in justifying those measures. However, in granting an asset option lock-up to Forstmann, we must conclude that under all the circumstances the directors allowed considerations other than the maximization of shareholder profit to affect their judgment, and followed a course that ended the auction for Revlon, absent court intervention, to the ultimate detriment of its shareholders. No such defensive measure can be sustained when it represents a breach of the directors' fundamental duty of care. See Smith v. Van Gorkom, Del. Supr., 488 A.2d 858, 874 (1985). In that context the board's action is not entitled to the deference accorded it by the business judgment rule. The measures were properly enjoined. The decision of the Court of Chancery, therefore, is

AFFIRMED.


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Templates do have a problem to handle parameter data that contains pipes " ", unless the pipe is inside another template  or inside a piped link. Thus templates can not handle wikitables as input unless you escape them by using the  template. This makes it hard to use wikitables as parameters to templates. Instead the usual solution is to use "HTML wikimarkup" for the table code, which is more robust.

For more technical details such as about "copying to other projects" and "CSS based namespace detection" see and its talk page.

title: Template:Namespace detect/doc


text: Template:Mbox

title: Template:Mbox


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Template:Mbox/doc

Mbox stands for Multi-namespace messagebox which is a metatemplate with which namespace-sensitive can be implemented.

The most common are Ambox for articles, Tmbox for talk pages, Imbox for file (formerly image) pages, Cmbox for category pages and Ombox for other types of page.

Usage
This template should only be used for message boxes that really need to adapt their style. Most message boxes do not need this and should use one of the varieties just listed. Using those templates directly means that your template will look the same on its template page and at any other place you show it, which makes it clear on what kind of pages it is supposed to be used. It also gives you access to any extra features those templates offer, and it saves some server load.

This template takes the same parameters as Ambox, Imbox, etc. Some of the boxes this template calls only handles images of max 52px width, thus that limitation also applies to this template or you will get ugly padding problems.

Parameters
List of all parameters:

Note: The small parameters only have effect when the template appears on an article, talk or "other" page type. For their associated documentation, see Ambox, Tmbox and/or Ombox. Using the small parameters when they are not valid has no effect, but also does no harm.

About demospace
This template optionally takes the "demospace" parameter as described at Namespace detect. That parameter is only for testing and demonstration purposes. If you want to lock your message box to one style then instead use one of the other mboxes directly.

Namespace "Image:" was renamed to "File:" on 11 December 2008. This template was updated to understand both names well before that, thus it still works fine. For backwards compatibility it still understands "demospace = image" which means the same thing as "demospace = file". But using "demospace = image" is now deprecated.

Namespace "Book:" was added to the English Wikipedia on 28 December 2009. This template uses the style on "Book:" pages (or when "demospace = book") and the  style on "Book talk:" pages (or when "demospace = talk"). Note that "demospace = talk" means any talk space.

title: Template:Mbox/doc


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Template:Template sandbox notice/doc

This is the template sandbox notice template.

It can be placed on template /sandbox pages. It also detects when it is not on a /sandbox page and then shows nothing, thus it can be left in the code when copied and pasted to the main template. (Although most users remove the sandbox notice when they copy the code from the /sandbox to the main template. But beware, if the notice-not-sandbox parameter has been used then the sandbox notice must be copied with the rest of the template code. See more below.)

To learn more about how to use template /sandbox and /testcases subpages see w:Wikipedia:Template sandbox and test cases.

Simple example
<noinclude>

</noinclude>

Note! The template code must start directly before and physically touch the  tag. Any blank space or newlines between the template code and the  tag can cause the template to render unwanted spaces or newlines when used.

Non-standard "/sandbox" and "/testcases" names
This template uses case-insensitive matching, so will match "/Sandbox", "/SandBox", "/sAnDbOx" etc. without any special help.

If the /sandbox page has another name, for instance "/sandbag", then you need to tell the sandbox notice the name of the page, so that it knows when to show and when not to show itself. Like this:

<noinclude>

</noinclude>

If the testcases page has another name, this may be specified using the testcases-name parameter: <noinclude>

</noinclude>

Provided there is only one sandbox or testcases page in use for the particular main page, another option is to move the sandbox page to the standard "/sandbox" name, or testcases to "/testcases". That may be preferable since other templates and tools also assume that the sandbox uses that name, such as documentation.

Showing and hiding other things
The sandbox notice can also help showing and hiding other things depending on if it detects it is on the /sandbox page or not. Like this:

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Protection template example
The notice-not-sandbox parameter can for instance be used so a protection template can be placed already in the /sandbox version of the code. (See also Protection policy.) Like this:

<noinclude>

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Documentation example
Some templates have their documentation on a separate /doc page, and then show that documentation in a green doc box below the template code by using the documentation template. (See also Template documentation.) Then place the sandbox notice like this:

<noinclude>

</noinclude>

Super deluxe example
This example handles both a protection template and a green doc box from a /doc page at the same time. (See also Protection policy and Template documentation.) Like this:

<noinclude>

</noinclude>

Copy, paste & delete
The following "complete" example can be used to copy and paste into your template, then delete the parts you don't need:

<noinclude>

</noinclude>

Technical details
If there is an accompanying "/testcases" page this template will detect that and show a link to the /testcases page.

This template categorises /sandbox pages into Category:Template sandboxes. If you don't want a page to be categorised then use the template like this:

If you want to demonstrate the template on say Template messages/Template namespace then you need to feed the subpage-name to make it show and feed an empty category parameter so it doesn't categorise the page. Like this:

title: Template:Template sandbox notice/doc


text: Template:Selectskin

title: Template:Selectskin


text:
Talk:The Walloping Window Blind

This poem is an excerpt from Davy and the Goblin. See Talk:Davy and the Goblin for edition info.

title: Talk:The Walloping Window Blind


text: Template:Selectskin/doc

title: Template:Selectskin/doc


text: Template:Testcases notice

title: Template:Testcases notice


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Template:Testcases notice/doc

undefined is meant to be placed at the top of a /testcases page, i.e. a page where a test version (a "sandbox" version) of (usually) a template and its parameters is tested and (usually) compared with the version currently in use (the "main" version). For further information about template sandboxes and testcase pages, see Template sandbox and test cases.

Usage
, i.e. the template without any parameters, produces the notice as formatted above.

Parameters
You may specify the link to the associated sandbox page using the parameter sandboxlink:

You may also specify that some other text is substituted for the word "sandbox" shown in the template using the parameter sandboxname:

{{ | [template name] | purgelink = | sandboxlink = | sandboxname = | category = | style = }}

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 * sandboxlink (or sandbox link)
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 * sandboxname (or sandbox name)
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 * subpage-name
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title: Template:Testcases notice/doc


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Page:EB1911 - Volume 27.djvu/690

HISTORY 1578–1690] elected the officers, chief among whom were a treasurer or governor, and a council or board of assistants. These, as well as the subordinate officers, held for annual terms only. Four times a year, at the law terms, the general courts met for the transaction of business, elections being held at the spring meeting. Membership in such companies might be indefinitely increased through the issue and sale of shares. They were, in other words, open companies, whereas the New England Council was a closed body, its membership being limited to forty. The Massachusetts Company was an open corporation of the type just described.

9. In 1629 the prospects of Protestantism at large, and of Puritanism in England, were so dark that the founders of

the Massachusetts Company, who were decidedly Puritan in spirit and inclined to nonconformity in practice, resolved to remove with their charter and the governing body of their company into New England. Preparatory to this, John Winthrop was elected governor and a settlement was made of their business relations in England. After the removal had been made, the assistants and general court met in New England and business was carried on there exclusively by planters. An order was soon passed that none should vote or hold office who were not members of some one of the churches within the colony. As all these churches were Independent or Congregationalist in form and doctrine, this order gave a wholly new definition to the term “freemen.” It made of this colony something approximating to a biblical commonwealth, and subordinated trade, land-holding and settlement to the interests of the Puritan faith. The board of assistants now assumed political and judicial functions. As local settlements about Massachusetts Bay were founded, the general court, which before had been a primary assembly—simply the freemen of the company—came to consist partly of representatives elected by the freemen of the towns. In this way a second chamber—that of the deputies—was added to the assistants to form the general court of the colony. Taxes were levied by this body, and laws and orders proceeded from it which related to all functions of government. It elected or appointed the governor and other chief officials, and determined the times of its own meeting. The governor had no veto and the general court was the controlling organ in the system.

10. Of primary importance in the affairs of the colony was everything which concerned religious belief and church government. The churches and their relation to the civil power presented the great questions upon which hinged its policy. This was true not only in its internal affairs, but in its relations with other colonies and with the mother country. An ecclesiastical system was developed in which Independent and Presbyterian elements were combined. By a rigid system of tests this was upheld against Antinomians, Baptists, Quakers and dissenters of all sorts. The securing of revenue from land and trade was considered subordinate to the maintenance of the purity of the faith. It was this which gave a point and vigour to the spirit of self-government in the New England colonies which is not perceptible elsewhere.

As a consequence of the Puritan migration from England and of the expulsion of dissenters from Massachusetts, Plymouth, (q.v.), the New Haven Colony, and the towns about Narragansett Bay which became the colony of (q.v.), were settled. These all were corporate colonies, organized upon fundamentally the same plan as Massachusetts but differing from it in minor particulars. Their settlers at the outset had no charters, but by means of plantation or town covenants assumed powers of government, which ultimately were vested in general courts similar to that of Massachusetts. Rhode Island was formed by a union of towns, but elsewhere the colony was coeval with or antedated the town. Connecticut and Rhode Island, the former in 1662 and the latter in 1663, secured royal charters by which they were incorporated within New England itself and the governments

which they had established there were legalized. New Haven was absorbed by Connecticut in 1664 under the charter of 1662 (see ), and Plymouth remained without a charter from the king until, toward the close of the 17th century, it became a part of the enlarged province of Massachusetts.

11. The most prominent feature of the New England land system was the “town grant,” which in every case became the territorial basis of a group settlement. Throughout New England, and in the outlying districts which were colonized by New Englanders, settlement was effected by groups. The process began in Plymouth and was extended through the entire section. The Puritan migration from Europe was of the same general character. Groups of people, animated by a common religious or political ideal, broke away from their original or temporary abiding-places and pushed farther into the wilderness, where tracts of land were granted to them by the general court. The corporate colonies did not seek profit from their land, but granted it freely to actual settlers, and in such amounts as suited their needs. No distinct land office was established by any New England colony. Land was not sold by the colony; nor, as a general rule, was it leased or granted to individuals. Rent formed no appreciable part of the colony revenue.

12. Over the founding of towns the general courts, as a rule, exercised a watchful supervision. Not only did the courts fix and maintain their bounds, but they issued regulations for the granting of lands, for common fields, fences, herds, the punishment of trespass, the admission of inhabitants and freeholders, the requirement that records of land titles should be kept, and the like. But subject to these general regulations, the allotment and management of its land was left to each town. The colonies had no land system apart from the town. It was partly in order to manage their lands that the towns were made centres of local government and town meetings or boards of town proprietors were established. By means of town action, taken in town meetings and by local officials, the land of each settlement was laid off as house lots, common and common fields, meadow and pasture. Detailed regulations were made for the management of common fields and for their ultimate division and allotment among their proprietors. The same was true of fences and herds. The result was an organization similar to the English manor, but with the lord of the manor left out; for in the case of the New England town administrative authority resided in the body of the freeholders. To this peculiarity in the form of New England settlement is due the prominence of the town, as compared with the county, in its system of local government. The town was the unit for purposes of taxation and militia service as well as of elections. It was also an important ecclesiastical centre, the parish usually corresponding with it in extent.

13. As a result of the process thus sketched, southern New England was settled by a population of English origin, with similar instincts and a form of political organization which was common to them all, Gorges, meantime, had secured (1639) a royal charter for his province of Maine, but Mason had died before he obtained such a guaranty for his settlements on the Piscataqua river. The small communities along that entire coast remained weak and divided. In 1635 the New England Council surrendered its charter. The helplessness of the Gorges family was insured by its adherence to the royalist cause in the English Civil War. Massachusetts availed itself of a forced interpretation of the language of its charter respecting its northern boundary to extend its control over all the settlements as far north-east as the Kennebec river. This was accomplished soon after 1650, and for the time Anglican and royalist interests throughout New England seemed hopelessly wrecked. New England had thus developed into a clearly defined section under Puritan domination. This fact was also clearly indicated by the organization, in 1643, of the New England Confederacy, or the United Colonies of New England (see ), which comprised the orthodox Puritan colonies, whose leading magistrates, as annually elected commissioners, for twenty years exercised an advisory control over New England.

title: Page:EB1911 - Volume 27.djvu/690


text:
Category:Template test cases

Items are added to this category when they have Template test cases notice added to them.

title: Category:Template test cases


text: Page:The Chronicles of England, Scotland and Ireland, Holinshed, 1587 - 0001.jpg


text:
Remarks by the President at a Memorial Service for Victims of the Shootings in Tucson, Arizona

Thank you very much. Please, please be seated. To the families of those we've lost; to all who called them friends; to the students of this university, the public servants who are gathered here, the people of Tucson, and the people of Arizona: I have come here tonight as an American who, like all Americans, kneels to pray with you today and will stand by you tomorrow.

There is nothing I can say that will fill the sudden hole torn in your hearts. But know this: The hopes of a nation are here tonight. We mourn with you for the fallen. We join you in your grief. And we add our faith to yours that Representative Gabrielle Giffords and the other living victims of this tragedy will pull through.

 * Scripture tells us:

There is a river whose streams make glad the city of God, the holy place where the Most High dwells. God is within her, she will not fall; God will help her at break of day.

On Saturday morning, Gabby, her staff, and many of her constituents gathered outside a supermarket to exercise their right to peaceful assembly and free speech. They were fulfilling a central tenet of the democracy envisioned by our Founders: representatives of the people answering questions to their constituents, so as to carry their concerns back to our Nation's Capital. Gabby called it "Congress on Your Corner," just an updated version of government of and by and for the people.

And that quintessentially American scene, that was the scene that was shattered by a gunman's bullets. And the six people who lost their lives on Saturday, they too represented what is best in us, what is best in America.

Judge John Roll served our legal system for nearly 40 years. A graduate of this university and a graduate of this law school, Judge Roll was recommended for the Federal bench by John McCain 20 years ago, appointed by President George H. W. Bush, and rose to become Arizona's chief Federal judge.

His colleagues described him as the hardest working judge within the ninth circuit. He was on his way back from attending Mass, as he did every day, when he decided to stop by and say hi to his Representative. John is survived by his loving wife Maureen, his three sons, and his five beautiful grandchildren.

George and Dorothy Morris—Dot to her friends—were high school sweethearts who got married and had two daughters. They did everything together, traveling the open road in their RV, enjoying what their friends called a 50-year honeymoon. Saturday morning, they went by the Safeway to hear what their Congresswoman had to say. When gunfire rang out, George, a former marine, instinctively tried to shield his wife. Both were shot. Dot passed away.

A New Jersey native, Phyllis Schneck retired to Tucson to beat the snow. But in the summer, she would return east, where her world revolved around her three children, her seven grandchildren, and 2-year-old great-granddaughter. A gifted quilter, she'd often work under a favorite tree, or sometimes she'd sew aprons with the logos of the Jets and the Giants—[laughter]—to give out at the church where she volunteered. A Republican, she took a liking to Gabby and wanted to get to know her better.

Dorwan and Mavy Stoddard grew up in Tucson together about 70 years ago. They moved apart and started their own respective families. But after both were widowed, they found their way back here to, as one of Mavy's daughters put it, "be boyfriend and girlfriend again." [Laughter]

When they weren't out on the road in their motor home, you could find them just up the road, helping folks in need at the Mountain Avenue Church of Christ. A retired construction worker, Dorwan spent his spare time fixing up the church along with his dog Tux. His final act of selflessness was to dive on top of his wife, sacrificing his life for hers.

Everything—everything Gabe Zimmerman did, he did with passion. But his true passion was helping people. As Gabby's outreach director, he made the cares of thousands of her constituents his own, seeing to it that seniors got the Medicare benefits that they had earned, that veterans got the medals and the care that they deserved, that Government was working for ordinary folks. He died doing what he loved, talking with people and seeing how he could help. And Gabe is survived by his parents Ross and Emily, his brother Ben, and his fiancee Kelly, who he planned to marry next year.

And then there is 9-year-old Christina-Taylor Green. Christina was an A student, she was a dancer, she was a gymnast, she was a swimmer. She decided that she wanted to be the first woman to play in the Major Leagues, and as the only girl on her Little League team, no one put it past her.

She showed an appreciation for life uncommon for a girl her age. She'd remind her mother, "We are so blessed. We have the best life." And she'd pay those blessings back by participating in a charity that helped children who were less fortunate.

Our hearts are broken by their sudden passing. Our hearts are broken, and yet our hearts also have reason for fullness.

Our hearts are full of hope and thanks for the 13 Americans who survived the shooting, including the Congresswoman many of them went to see on Saturday.

I have just come from the University Medical Center, just a mile from here, where our friend Gabby courageously fights to recover even as we speak. And I want to tell you—her husband Mark is here, and he allows me to share this with you—right after we went to visit, a few minutes after we left her room and some of her colleagues in Congress were in the room, Gabby opened her eyes for the first time. [Applause] Gabby opened her eyes for the first time.

Gabby opened her eyes. Gabby opened her eyes, so I can tell you, she knows we are here, she knows we love her, and she knows that we are rooting for her through what is undoubtedly going to be a difficult journey. We are there for her.

Our hearts are full of thanks for that good news, and our hearts are full of gratitude for those who saved others. We are grateful to Daniel Hernandez, a volunteer in Gabby's office.

And Daniel, I'm sorry, you may deny it, but we've decided you are a hero because you ran through the chaos to minister to your boss and tended to her wounds and helped keep her alive.

We are grateful to the men who tackled the gunman as he stopped to reload. They're right over there. We are grateful for petite Patricia Maisch, who wrestled away the killer's ammunition and undoubtedly saved some lives. And we are grateful for the doctors and nurses and first-responders who worked wonders to heal those who'd been hurt. We are grateful to them.

These men and women remind us that heroism is found not only on the fields of battle. They remind us that heroism does not require special training or physical strength. Heroism is here, in the hearts of so many of our fellow citizens, all around us, just waiting to be summoned, as it was on Saturday morning. Their actions, their selflessness poses a challenge to each of us. It raises a question of what, beyond prayers and expressions of concern, is required of us going forward. How can we honor the fallen? How can we be true to their memory?

You see, when a tragedy like this strikes, it is part of our nature to demand explanations, to try to impose some order on the chaos and make sense out of that which seems senseless. Already we've seen a national conversation commence, not only about the motivations behind these killings, but about everything from the merits of gun safety laws to the adequacy of our mental health system. And much of this process of debating what might be done to prevent such tragedies in the future is an essential ingredient in our exercise of self-government.

But at a time when our discourse has become so sharply polarized, at a time when we are far too eager to lay the blame for all that ails the world at the feet of those who happen to think differently than we do, it's important for us to pause for a moment and make sure that we're talking with each other in a way that heals, not in a way that wounds.

Scripture tells us that there is evil in the world and that terrible things happen for reasons that defy human understanding. In the words of Job, "When I looked for light, then came darkness." Bad things happen, and we have to guard against simple explanations in the aftermath.

For the truth is, none of us can know exactly what triggered this vicious attack. None of us can know with any certainty what might have stopped these shots from being fired or what thoughts lurked in the inner recesses of a violent man's mind. Yes, we have to examine all the facts behind this tragedy. We cannot and will not be passive in the face of such violence. We should be willing to challenge old assumptions in order to lessen the prospects of such violence in the future. But what we cannot do is use this tragedy as one more occasion to turn on each other. That we cannot do. [Applause] That we cannot do.

As we discuss these issues, let each of us do so with a good dose of humility. Rather than pointing fingers or assigning blame, let's use this occasion to expand our moral imaginations, to listen to each other more carefully, to sharpen our instincts for empathy and remind ourselves of all the ways that our hopes and dreams are bound together.

After all, that's what most of us do when we lose somebody in our family, especially if the loss is unexpected. We're shaken out of our routines. We're forced to look inward. We reflect on the past: Did we spend enough time with an aging parent, we wonder. Did we express our gratitude for all the sacrifices that they made for us? Did we tell a spouse just how desperately we loved them, not just once in a while, but every single day?

So sudden loss causes us to look backward, but it also forces us to look forward, to reflect on the present and the future, on the manner in which we live our lives and nurture our relationships with those who are still with us.

We may ask ourselves if we've shown enough kindness and generosity and compassion to the people in our lives. Perhaps we question whether we're doing right by our children or our community, whether our priorities are in order.

We recognize our own mortality, and we are reminded that in the fleeting time we have on this Earth, what matters is not wealth or status or power or fame, but rather, how well we have loved and what small part we have played in making the lives of other people better.

And that process—that process of reflection, of making sure we align our values with our actions—that, I believe, is what a tragedy like this requires.

For those who were harmed, those who were killed, they are part of our family, an American family 300 million strong. We may not have known them personally, but surely we see ourselves in them. In George and Dot, in Dorwan and Mavy, we sense the abiding love we have for our own husbands, our own wives, our own life partners. Phyllis, she's our mom or our grandma; Gabe, our brother or son. In Judge Roll, we recognize not only a man who prized his family and doing his job well, but also a man who embodied America's fidelity to the law.

And in Gabby—in Gabby, we see a reflection of our public-spiritedness, that desire to participate in that sometimes frustrating, sometimes contentious, but always necessary and never-ending process to form a more perfect Union.

And in Christina—in Christina, we see all of our children, so curious, so trusting, so energetic, so full of magic, so deserving of our love, and so deserving of our good example.

If this tragedy prompts reflection and debate—as it should—let's make sure it's worthy of those we have lost. Let's make sure it's not on the usual plane of politics and point-scoring and pettiness that drifts away in the next news cycle.

The loss of these wonderful people should make every one of us strive to be better: to be better in our private lives, to be better friends and neighbors, coworkers and parents. And if, as has been discussed in recent days, their death helps usher in more civility in our public discourse, let us remember it is not because a simple lack of civility caused this tragedy—it did not—but rather because only a more civil and honest public discourse can help us face up to the challenges of our Nation in a way that would make them proud.

We should be civil because we want to live up to the example of public servants like John Roll and Gabby Giffords, who knew first and foremost that we are all Americans, and that we can question each other's ideas without questioning each other's love of country, and that our task, working together, is to constantly widen the circle of our concern so that we bequeath the American Dream to future generations.

They believed and I believe that we can be better. Those who died here, those who saved lives here, they help me believe. We may not be able to stop all evil in the world, but I know that how we treat one another, that's entirely up to us.

And I believe that for all our imperfections, we are full of decency and goodness and that the forces that divide us are not as strong as those that unite us.

That's what I believe, in part because that's what a child like Christina-Taylor Green believed.

Imagine—imagine for a moment, here was a young girl who was just becoming aware of our democracy, just beginning to understand the obligations of citizenship, just starting to glimpse the fact that someday, she too might play a part in shaping her Nation's future. She had been elected to her student council. She saw public service as something exciting and hopeful. She was off to meet her Congresswoman, someone she was sure was good and important and might be a role model. She saw all this through the eyes of a child, undimmed by the cynicism or vitriol that we adults all too often just take for granted.

I want to live up to her expectations. I want our democracy to be as good as Christina imagined it. I want America to be as good as she imagined it. All of us, we should do everything we can do to make sure this country lives up to our children's expectations.

As has already been mentioned, Christina was given to us on September 11, 2001, one of 50 babies born that day to be pictured in a book called "Faces of Hope." On either side of her photo in that book were simple wishes for a child's life. "I hope you help those in need," read one. "I hope you know all the words to the national anthem and sing it with your hand over your heart." "I hope you jump in rain puddles."

If there are rain puddles in Heaven, Christina is jumping in them today. And here on this Earth—here on this Earth, we place our hands over our hearts, and we commit ourselves as Americans to forging a country that is forever worthy of her gentle, happy spirit.

May God bless and keep those we've lost in restful and eternal peace, may He love and watch over the survivors, and may He bless the United States of America.

: References below not directly part of published version as linked in the TextInfo box on this article's Talk Page, but do pertain to the DCPD Subject Indecies.


text: Gumbasia

title: Gumbasia


text:
Template:Dotted summary row no image/testcases

Nested table inheritance and background
Nested tables and other element backgrounds need to be transparent so that any underlying background color or image shows through. They also should inherit all properties that tables do not normally inherit.

parameter without a parameter
The following code SHOULD display an error message.

parameter without a parameter
The following code SHOULD display an error message.

parameter without a parameter
The following code SHOULD display an error message.


text: User talk:HubaHubaHotChick

title: User talk:HubaHubaHotChick


text:
Page:Language and the Study of Language.djvu/219

V.] upon correspondences like those here given as the result of accident is wholly preposterous: no sane man would think of ascribing them to such a cause. Nor is the hypothesis of a natural and inherent bond between the sound and the sense, which would prompt language-makers in different parts of the earth to assign, independently of one another, these names to these conceptions, at all more admissible. The existence of a natural bond could be claimed with even the slightest semblance of plausibility only in the case of the pronouns and the words for 'father' and 'mother;' and there, too, the claim could be readily disposed of—if, indeed, it be not already sufficiently refuted by the words from stranger tongues which are cited in the table. Mutual borrowing, too, transfer from one tongue to another, would be equally far from furnishing an acceptable explanation. Were we dealing with two or three neighbouring dialects alone, the suggestion of such a borrowing would not be so palpably futile as in the case in hand, where the facts to be explained are found in so many tongues, covering a territory which stretches from the mouths of the Ganges to the shores of the Atlantic. A modified form of the hypothesis of mutual borrowing is put forth by some who are indisposed to admit the essential oneness of Indo-European speech. Some tribe or race, they say, of higher endowments and culture, has leavened with its material and usages the tongues of all these scattered peoples, engrafting upon their original diversity an element of agreement and unity. But this theory is just as untenable as the others which we have been reviewing. Instances of mixture of languages—resulting either from the transmission of a higher and more favoured culture, or from a somewhat equal and intimate mingling of races, or from both together—have happened during the historical period in sufficient numbers to allow the linguistic student to see plainly what are its effects upon language, and that they are very different from those which make the identity of Indo-European language. The introduction of culture and knowledge, of art and science, may bring in a vocabulary of expressions for the knowledge communicated, the conceptions taught or prompted; but it cannot touch the most intimate fund of speech, the words


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198 significant of those ideas without whose designation no spoken tongue would be worthy of the name. If we could possibly suppose that the rude ancestors of the Indo-European nations, more brutish than the Africans and Polynesians of the present day, were unable to count their fingers even until taught by some missionary tribe which went from one to the other, scattering these first rudiments of mathematical knowledge, we might attribute to its influence the close correspondence of the Indo-European numeral systems; but then we should have farther to assume that the same teachers instructed them how to address one another with I and thou, and how to name the members of their own families: and who will think of maintaining such an absurdity? All the preponderating influence of the Sanskrit-speaking tribes of northern India over the ruder population of the Dekhan, to which they gave religion, philosophy, and polity, has only resulted in filling the tongues of the south with learned Sanskrit, much as our own English is filled with learned Latin and Greek. Even that coalescence of nearly equal populations, languages, and cultures out of which has grown the tongue we speak, has, as was pointed out in the fourth of these lectures, left the language of common life among us—the nucleus of a vocabulary which the child first learns, and every English speaker uses every day, almost every hour—still overwhelmingly Saxon: the English is Germanic in its fundamental structure, though built higher and decorated in every part with Romanic material. So is it also with the Persian, in its relation to the Arabic, of whose material its more learned and artificial styles are in great part made up; so with the Turkish, of which the same thing is true with regard to the Persian and Arabic. But most of all do these cases of the mingling of different tongues in one language, and every other known case of a like character, show that the grammatical system, the apparatus of inflection and word-making, the means by which vocables, such as they stand in their order in the dictionary, are taken out and woven together into connected discourse, resists longest and most obstinately any trace of intermixture, the intrusion of foreign elements and foreign habits. However many French


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 lead, arsenic and lignite, but some of these are unworked. The chief agricultural products are grain, rice, beans, cotton, opium and poppy seed, sesame, fennel, red pepper, and much of the finest tobacco grown in Europe; there is also some trade in timber, livestock, skins, furs, wool and silk cocoons. The growth of commerce has been impeded by the ignorance of cultivators, the want of good roads and the unsettled political condition of Turkey. Apart from the industries carried on in the capital, there are manufactures of wine, liqueurs, sesame oil, cloth, macaroni and soap. The principal towns, Seres (pop. 30,000), Vodena (25,000) and Cavalla (24,000), are described in separate articles; Tikvesh (21,000) is the centre of an agricultural region, Caraferia (14,000) a manufacturing town, and Drama (13,000) one of the centres of tobacco cultivation.

 SALOON, a large room for the reception of guests in a mansion. The French salon itself is formed from salle, Ger. Saal, hall, reception-room, represented in Old English by the cognate sæl, hall, properly “abiding-place,” from the root seen in Gothic saljan, to dwell, cf. Russ. selo, village. The word in its proper sense has now a somewhat archaistic flavour, being chiefly used of the 18th century, and it has come principally to be used (1) of the large rooms on passenger steamers; (2) on English railways of carriages for the accommodation of large parties not divided into compartments, and in the United States of the so-called “drawing-room cars”; and (3) of a bar or place for the sale of intoxicants.

 SALSAFY, or, Tragopogon porrifolius, a hardy biennial, with long, cylindrical, fleshy, esculent roots, which, when properly cooked, are extremely delicate and wholesome; it occurs in meadows and pastures in the Mediterranean region, and in Britian is confined to the south of England, but is not native. The salsafy requires a free, rich, deep soil, which should be trenched in autumn, the manure used being placed at two spades' depth from the surface. The first crop should be sown in March, and the main crop in April, in rows a foot from each other, the plants being afterwards thinned to 8 in. apart. In November the whitish roots should be taken up and stored in sand for immediate use, others being secured in a similar way during intervals of mild weather. The genus Tragopogon belongs to the natural order Compositae, and is represented in Britain by goat's beard, T. pratensis, found in meadows, pastures and waste places. The flowers close at noon, whence the popular name “John-go-to-bed-at-noon.”

 SALSETTE (=“sixty-six villages”), a large island in British India, N. of Bombay city, forming part of Thana district. Area, 246 sq. m. It is connected with Bombay Island and also with the mainland by bridge and causeway. Salsette is a beautiful, well-wooded tract, its surface being diversified by hills and mountains, some of considerable height, while it is rich in rice fields. In various parts of the island are ruins of Portuguese churches, convents and villas; while the cave temples of Kanheri form a subject of interest. There are 109 Buddhist caves, which date from the end of the 2nd century, but are not so interesting as those of Ajanta, Ellora and Karli. Salsette is crossed by two lines of railway, which have encouraged the building of villa residences by the wealthier merchants of Bombay. The population in 1901 was 146,933. The island was taken from the Portuguese by the Mahrattas in 1739, and from them by the British in 1774; it was formally annexed to the East India Company's dominions in 1782 by the treaty of Salbai.

 SALSOMAGGIORE, a village of Emilia, Italy, in the province of Parma, 6 m. S.W. of Borgo San Donnino by steam tramway. Pop. (1901) 1387 (village); 7274 (commune). It is situated 525 ft. above sea-level at the foot of the Apennines, and is a popular watering-place, the baths being especially frequented. The water is strongly saline.

 SALT, SIR TITUS, (1803–1876), English manufacturer, was born on the 20th of September 1803, at Morley, Yorkshire. In 1820 he was apprenticed to learn wool-stapling at Bradford, and his father, having followed him there and started in that business, took him into partnership in 1824. His success in introducing the coarse Russian wool (donskoi) into English worsted manufacture, due to special machinery of his own devising, gave his firm a great impetus. In 1836 he solved the difficulties of working (q.v.) wool, created an enormous industry in the production of the staple goods for which that name was retained, and became one of the richest manufacturers in Bradford. In 1853 he opened, a few miles out of the city on the Aire, the extensive works and model manufacturing town of Saltaire. From 1859–1861 Salt was M. P. for Bradford, of which city he had been mayor in 1848, and in 1869 he was created a baronet. He died on the 20th of September 1876, and was accorded a public funeral. After his death his many benevolent institutions at Saltaire, at first continued by his widow, were transferred to a trust.

 SALT (a common Teutonic Word, cf. Dutch zout, Ger. Salz, Scand. salt; cognate with Gr. , Lat. sal). In chemistry the term salt is given to a compound formed by substituting the hydrogen of an acid by a metal or a radical acting as a metal, or, what comes to the same thing, by eliminating the elements of water between an acid and a base (see ; 1911 Encyclopædia Britannica/Chemistry).

Common Salt.

Common salt, or simply salt, is the name given to the native and industrial forms of sodium chloride, NaCl. Pure sodium chloride, which may be obtained by passing hydrochloric acid gas into a saturated solution of the commercial salt, whereupon it is precipitated, forms colourless, crystalline cubes (see also below under Rock salt) which melt at 815·4°, and begins to volatilize at slightly higher temperatures. It is readily soluble in water, 100 parts of which dissolve 35·52 parts at 0° and 39·16 parts at 100°. The saturated solution at 109·7° contains 40·35 parts of salt to 100 of water. On cooling a saturated solution to −10°, or by cooling a solution in hot hydrochloric acid, the hydrate NaCl.2H2O separates; on further cooling an aqueous solution to −20° cryohydrate containing 23·7% of the salt is deposited. The consideration of this important substance falls under two heads, relating respectively to sea salt or “bay” salt and “rock” salt or mineral salt. The one is probably derived from the other, most rock salt deposits bearing evidence of having been formed by the evaporation of lakes or seas.

Sea Salt.—Assuming that each gallon of sea water contains of salt, and allowing an average density 2·24 for rock-salt, it has been computed that the entire ocean if dried up would yield no less than four and a half million cubic miles of rock-salt, or about fourteen and a half times the bulk of the entire continent of Europe above high-water mark. The proportion of sodium chloride in the water of the ocean, where it is mixed with small quantities of other salts, is on the average about 3·33%, ranging from 2·9% for the polar seas to 3·55% or more at the equator. Enclosed seas, such as the Mediterranean, the Red Sea. the Black Sea, the Dead Sea, the Caspian and others, are dependent of course for the proportion and quality of their saline matter on local circumstances (see ).

At one time almost the whole of the salt in commerce was produced from the evaporation of sea water, and indeed salt so made still forms a staple commodity in many countries possessing a seaboard, especially those where the climate is dry and the summer of long duration. In Portugal there are salt works, at Setubal, Alcacer do Sal, Figueira and Aveiro. Spain has salt works at the Bay of Cadiz, the Balearic Islands, &c.; Italy at Sicily, Naples, Tuscany and Sardinia. France has its “marais salants du midi” and also works on the Atlantic seaboard; whilst Austria has “Salzgärten” at various places on the Adriatic (Sabbioncello, Trieste, Pirano, Capo d'Istria, &c.). In England and Scotland the industry has greatly fallen off under the competition of the rock-salt works of Cheshire.

The process of the spontaneous evaporation of sea water was studied by Usiglio on Mediterranean water at Cette. The density at first was 1·02. Primarily but a slight deposit is formed (none until the concentration arrives at specific gravity 1·0509), this deposit consisting for the most part of calcium carbonate and ferric oxide. This goes on till a density of 1·1315 is attained, when hydrated calcium sulphate begins to deposit, and continues till specific gravity 1·2646 is reached. At a density of 1·218 the deposit becomes augmented by sodium chloride, which goes down mixed with a little magnesium chloride and sulphate. At specific gravity 1·2461 a

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V.] nouns and verbs were admitted to full citizenship in English speech, they all had to give up in this respect their former nationality: every one of them was declined or conjugated after Germanic models. Such a thing as a language with a mixed grammatical apparatus has never come under the cognizance of linguistic students: it would be to them a monstrosity; it seems an impossibility. Now the Indo-European languages are full of the plainest and most unequivocal correspondences of grammatical structure; they show abundant traces of a common system of word-formation, of declension, of conjugation, however disguised by the corruptions and overlaid by the new developments of a later time: and these traces are, above all others, the most irrefutable evidences of the substantial unity of their linguistic tradition. We will notice but a single specimen of this kind of evidences, the most striking one, perhaps, which Indo-European grammar has to exhibit. This is the ordinary declension of the verb, in its three persons singular and plural. In drawing out the comparison, we cannot start, as before, from the English, because, as has been shown in a previous lecture (the third  ), the English has lost its ancient apparatus of personal endings: we must represent the whole Germanic branch by its oldest member, the Mœso-Gothic. The table is as follows:

Fundamental and far-reaching as are the correspondences,


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200 of material and of form, which have thus been brought forward, it is not necessary that we insist upon their competency, alone and unaided, to prove the Indo-European languages only later dialectic forms of a single original tongue. Their convincing force lies in the fact that they are selected instances, examples chosen from among a host of others, which abound in every part of the grammar and vocabulary of all the languages in question, now so plain as to strike the eye of even the hasty student, now so hidden under later peculiar growth as to be only with difficulty traceable by the acute and practised linguistic analyst. He who would know them better may find them in such works as the Comparative Grammars of Bopp and Schleicher and the Greek Etymologies of Curtius. An impartial examination of them must persuade even the most sceptical that these tongues exhibit resemblances which can be accounted for only on the supposition of a prevailing identity of linguistic tradition, such as belongs to the common descendants of one and the same mother-tongue. On the other hand, all their differences, great and widely sundering as these confessedly are, can be fully explained by the prolonged operation of the same causes which have broken up the Latin into the modern Romanic dialects, or the original Germanic tongue into its various existing forms, and which have converted the Anglo-Saxon of a thousand years ago into our present English. Besides its natural divergent growth, the original Indo-European tongue has doubtless been in some degree diversified by intermixture here and there with languages of other descent; but there is no reason for believing that this has been an element of any considerable importance in its history of development. At some period, then, in the past, and in some limited region of Europe or Asia, lived a tribe from whose imperfect dialect have descended all those rich and cultivated tongues now spoken and written by the teeming millions of Europe and of some of the fairest parts of Asia.

To know when and where this tribe lived and formed its language is unfortunately beyond our power. It is, indeed, often assumed and asserted that the original Indo-European home was in the north-eastern part of the Iranian plateau,


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V.] near the Hindu-Koh mountains; but so definite a determination possesses not the slightest shadow of authority or value. We really know next to nothing of the last movements which have brought any branch of the family into its present place of abode; even these lie beyond the reach of the very hoariest traditions which have come down to us. The daylight of recorded history dawns first upon the easternmost, the Indo-Persian or Aryan, branch. The time is probably not far from two thousand years before Christ. We there see the Sanskrit-speaking tribes but just across the threshold of India, working their way over the river-valleys and intervening sand-plains of its north-western province, the Penjab, toward the great fertile territory, watered by the Ganges and its tributaries, of which they are soon to become the masters; and we know that India, at least, is not the first home, but one of the latest conquests, of the family. The epoch, however, early as it appears to us, is far from the beginning of Indo-European migrations; the general separation of the branches had taken place long before: and who shall say which of them has wandered widest, in the search after a permanent dwelling-place? The joint home of Indians and Persians was doubtless in north-eastern Iran, the scene of the oldest Persian religious and heroic legend and tradition; but there is no evidence whatever to prove that they were the aborigines of that region, and that all migration had been westward from thence. Greek history and tradition also penetrate a little way into the second thousand years before Christ; but the Greeks are then already in quiet possession of that little peninsula, with the neighbouring islands and Asiatic shores, whence the glory of their genius afterward irradiated the world; and, for aught that they are able to tell us of their origin, they might have sprung out of the ground there—born, according to their own story, of the stones which Deucalion and Pyrrha threw


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User:Ken g6

I'm primarily a Wikipedian (See my user page there.) Being a programmer, I might have a few useful scripts or bots to contribute here at some point:

 * britannica_fix_page.pl — Downloads a Wikisource Britannica page that hasn't been worked on yet, compares it to the Archive.org text, and tries to output the best OCR result of the two. Not a bot (so far) since it outputs only to a text file.

title: User:Ken g6


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202 behind them. The Latin race first appears as an insignificant handful in central Italy, crowded by other communities, in part of kindred blood; but no legend told us respecting its entrance into the Italian peninsula is of the very smallest historical value. Roman historians first bring to our knowledge the Celts and Germans. The former are already beginning to shrink and waste away within their ancient limits before the aggressions of the surrounding races: Celtic tales of the migrations westward which brought them into their European seats are but lying legends, mere echoes of their later knowledge of the countries and nations to the eastward. Germany is, from the first, the home of the Germans: they are a seething mass; south-eastward as well as southwestward rove their restless hordes, disturbing for centuries the peace of the civilized world; they leave their traces in every country of middle Europe, from the Volga to the Pillars of Hercules; but whence and when they came into Germany, we ask in vain. Last to appear upon the historic stage are the Slavonians, in nearly their present abodes: a less enterprising, but a stubborn and persistent race, whose lately acquired civilization has only within a short time begun to be aggressive. Of its own origin, it has nothing at all to say.

But if history and tradition thus refuse to aid us in searching for the Indo-European home, neither do the indications of language point us with anything like definiteness or certainty to its locality. The tongues of the easternmost branches, the Persian and Indian, do, indeed, exhibit the least departure from that form of speech which a general comparison of all the dialects shows to have been the primitive one; but this is very far from proving the peoples who speak them to have remained nearest to their primitive seats. Migration does not necessarily lead to rapidity of linguistic changes, nor does permanence of location always imply persistency of linguistic type. Thus—to refer only to two or three striking facts among the languages of this family—the Greek has preserved much more than the Armenian of that material and structure which were of earliest Indo-European development, notwithstanding the more oriental position of


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V.] the latter; of all the existing tongues of the whole great family, the Lithuanian, on the Baltic, retains by far the most antique aspect; and, among the Germanic dialects, the speech of Iceland, the latest Germanic colony, is least varied from their common type. All that primitiveness of form, in respect both to language and institutions, which characterizes the Aryan branch of the family—and especially the Indian member of the branch, in its oldest period, represented to us in the Vedas—~would be fully and satisfactorily accounted for, without denying them a long history and wide migration, by attributing to them an exceptionally conservative disposition—such a disposition as so markedly distinguishes the Indian above the Persian people since their separation, making the former, in a vastly higher degree than the latter, the model and illustration of earliest Indo-European antiquity.

Nor, again, are the inter-connections of the different branches, so far as yet made out, of a nature to cast much light upon the history of their wanderings. That the separation of Indian and Persian is latest of all is, it is true, universally admitted. Nearly all agree, moreover, in allowing a like special relationship of the Greek and Latin, although its comparative remoteness, and the loss of intermediate forms, make the question one of decidedly greater doubt and difficulty. Beyond this, nothing is at present firmly established. The honour of a later and closer alliance with the Aryan or Indo-Persian branch has been confidently claimed for the classical or Greco-Latin, for the Slavonic, and for the Germanic, respectively. Within no long time past, a German scholar of high rank has attempted to lay out a scheme of relationship for all the branches of the family. He assumes that the original stock parted first into a northern and a southern grand division: the northern included what afterward became the Germanic and the Slavo-Lithuanic branches, the latter of them dividing yet later into Slavonic and Lithuanic; the southern was broken up first into an Aryan and a southern European group, which respectively


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 N 1696 the Honourable Directors of the Dutch Chartered Company trading to the Dutch East Indies decided to send an expedition for the purpose of searching for missing vessels, especially for the Ridderschap van Hollandt, of which no news had been received for two years. The local Board of Directors of the Amsterdam Chamber of the Company was charged to carry out this resolution, and it equipped three vessels which were placed under the command of Willem de Vlaming. The Commander was directed to search for missing vessels or for shipwrecked sailors at the Tristan da Cunha Islands, the Cape of Good Hope, and the Islands of Amsterdam and St. Paul in the Southern Ocean. Thence he was to proceed to the 'Onbekende Zuidland,' by which name, or by that of Eendragts Land, Australia was designated in whole or in part in the official dispatches of the Dutch East India Company in the seventeenth century.

On the 29th of December, 1696, the vessels under the command of De Vlaming lay at anchor between Rottnest Island and the mainland of Australia. The island was searched for wreckage with little result. One piece of timber was found which, it was conjectured, might have been deck timber, and a plank was found, three feet long and one span broad. The nails in the wreckage were very rusty. The search for shipwrecked sailors on the adjacent mainland was unsuccessful. On the 20th and on the 31st of December, and on the 1st of January, 1697,


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 26 De Vlaming notes in his journal that odoriferous wood was found on the mainland. Portions of it were subsequently submitted to the Council of the Dutch East Indies at Batavia, and from these portions an essential oil was obtained by distillation. It may well be supposed that this experiment was the first in the manufacture of eucalyptus oil, which, however, in our day is obtained not from the wood but from the leaves of the tree. On the 13th of January De Vlaming records that a dark resinous gum resembling lac was seen exuding from trees.

In a narrative of the voyage published under the title Journaal wegens een Voyagie na het onbekende Zuid-land, we read that on the 11th of January nine or ten Black Swans were seen. In a letter from Willem van Oudhoorn, Governor-General of the Dutch East Indies, to the Managers of the East India Company at the Amsterdam Chamber, it is stated that three black swans were brought alive to Batavia, but died soon after their arrival.

Several boat expeditions were made, and Swan River was entered and ascended. During these expeditions the author of the Journaal mentions that the song of the 'Nachtegael' was heard. There are no nightingales in Australia, but the bird to which the writer of the Journaal alludes may have been the Long-billed Reed Warbler, the Australian representative of the Sedge Warbler and a denizen of the reed-beds of the Swan River. Two species of geese are also mentioned by the same writer under the names of European geese. It is somewhat difficult to determine to which geese the author of the Journaal alludes under the names 'Kropgans' and 'Rotgans.'

When English-speaking Dutch are asked to translate 'kropgans,' they do so by 'Christmas goose' or 'fat goose.'


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 Rh Dictionaries are silent respecting 'kropgans,' or render it by 'pelican.' I am inclined to think that this rendering arises from a confusion between 'kropgans' and the German word 'kropfgans,' and that 'kropgans' was formerly applied to domestic geese in general which were being fed for the market, and also, as in the present instance, to the wild goose from which they were derived, namely to the Grey Lag Goose (Anser ferus). If this be so, the Australian bird with which the kropgans is compared in the Journaal may be the Cape Barren Goose (Cereopsis novæ-hollandiæ) which is found sparingly in Western Australia. The 'Rotgans' is the Brent Goose (Branta bernicla) and the Australian bird which most resembles it is the Musk Duck (Biziura lobata), which also is found in the west of Australia, although more sparingly there than in the south of the island continent.

Other birds which were seen at the same part of the Australian coast were 'Duikers,' by which name Cormorants are probably designated, Cockatoos and Parrakeets. It is said that all the birds were shy and flew away at the approach of human beings. No aborigines were seen, although smoke was visible.

On the 15th of January De Vlaming quitted the anchorage near Rottnest Island, and followed the coast until 30° 17' S. lat. was reached. Two boats were there sent to the shore and soundings were taken. The country near the landing-place was sandy and treeless, and neither human beings nor fresh water were to be seen. But footmarks resembling those of a dog were seen, and also a bird which the Journaal calls a 'Kasuaris' and which must have been one of the Emus.

On the 30th of January, 26° 8' S. lat. was observed, which is