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[R]eversed and ... remanded for further proceeding...

思考题：
1.请以时间顺序为线索陈述本案基本事实。
2.为什么原告要求实际履行的救济方法？
3.根据宾州公司法， 在什么情况下董事会特别会议可宣布为无效？
4.初审法院是基于哪三条理由驳回原告起诉的？上诉法院是如何分别否定这三条理由的？
5. Mr. Stone 生前还可以采取什么补救办法避免出现本案判决？


二、 英译汉 （共60分）

1、 APPLYING VALUATION THEORY TO LAW PRACTICE
We have seen that some of the poorest methods of valuation are often used in practice. And what of the undisputed favorite- DCF? One writer says succinctly: "capitalization of earnings ordinarily is not a desirable method of setting the values of shares in a close corporation." This is not because it doesn't make sense, but because it requires estimationof the inestimable: future cash flows and the appropriate discount rate. That's only two things to estimate, as we said before, but they are often too difficult to serve as good planning guides.

How then do we values in practice? We use the information we have, trying best to stick to the sensible theory of DCF. Applying theories of valuation to a world of imperfect knowledge is the job for the accountant, appraiser, financial analyst and entrepreneur. And it is the good attorney's job to understand what these people are doing when legal issues arise. The next part reviews the bookkeeping and related issues of making payments to owners, and in the next three parts we turn to the most common applications of this valuation theory.

2. CORPORATE GOVERNANCE

There is no expression in German law corresponding to the one of " corporate governance.". As seen from the American perspective corporate governance deals with the role of the different interests relevant in a corporation and their representatives and ultimately the question of how the law regulates or should regulate thes roles. German law, including employees among the agents of the AG who participate in management has already made an important step into that direction. The corporation does not only serve the interests of the shareholders.
Taking into account other interests as opposed to only those of the shareholders is visibly reflected in the notion of the " interest of the corporation " as a formula to harmonize the different powers and groups acting in a corporation. One of the questions raised in this context is , which particular interests are to be considered as relevant for the AG in certain situations. Another question to be answered is according to which criteria conflicts between them are to be decided.

3. Appraisal
Many state statutes provide that shareholders may have the right to seek an appraisal of their shares in certain fundamental transactions such as a merger. In the nineteenth century when corporations were small and formed for limited pruposes mergers required a unanimous shareholder vote. As corporations grew that requirement was viewed as restrictive and was changed to a lower vote but the legislatures provided for and appraisal remedy. With appraisal, shareholders can seek a court valuation of their shares based upon fair values and be paid in cash. This right of exit can serve as a monitoring device because arguably directors would seek the highest price in such a transaction to avoid many share holders seeking this remedy. But appraisal has limitations because it used to employ conservative methods of valuation, it was time consuming, did not require any payments until the appraisal proceeding was completed, attorneys and experts fees were expensive and interest was not assured.

4. "Classified" Boards of Directors

Most states permit a board of directors consisting of nine or more directors to be "classified" or "staggered" so that approximately one-third of the directors are elected each year, and each individual director is elected for a three year term. In states where cumulative voting is mandatory, and sometimes in corporations formed in other states as well, it is not uncommon to employ this device to minimize the effects of cumulative voting because it takes a larger minority interest to elect one of three directors than it does to elect one of nine directors. For example, if there are nine directors elected each year, ten per cent of the stock can elect a director; if the nine directors are classified and three are elected each year, it takes twenty-five per cent of the stock to elect a director. (If you do not believe these percentages, try them out on the formulas set forth above.)
The theorecical justification for classification is that it ensures "experience of service" on the board, since only one-half or one-third of the board will be elected each year. However, experience of service is usually not a major motivating factor for classifying a board, since as a proctical matter, experience of service is usually provided by the simple process of reelecting the same persons as directors year after year.