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Directors approved a conflicted transaction after incomplete disclosure and shareholders challenged the injury classification. The record contains both written proof and disputed oral testimony. Which answer gives the best treatment of the proof and governing rule?

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Reject all counterarguments once one party states a plausible rule statement. Apply the rules on corporations and LLCs by testing each required element against the material facts, considering the identified exception or limitation, and granting only the consequence supported by the governing rule. Resolve the issue solely for the party with the sympathetic facts because bar-tested disputes turn primarily on fairness. Treat the doctrine as satisfied whenever the topic label appears in the facts, even if one required element is missing.

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