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GenDerm was a non-public corporation that sold topically applied pharmaceutical products. GenDerm had over eleven and a half million issued shares held by in excess of 150 record holders. The GenDerm board of directors controlled a majority of the company's stock. GenDerm experienced some financial difficulties, and the search for a buyer began. Frank DiPrima was GenDerm's Chief Executive Officer (CEO) and President. In January 1996, DiPrima had successfully encouraged Ps, Turner and Richard Bernstein, as well as Michael Pietrangelo -- with each of whom DiPrima had a preexisting friendship -- to become GenDerm stockholders in order to raise capital for the company. A few months later, GenDerm hired Lehman Brothers to find a buyer. Lehman was only able to find a few pharmaceutical companies interested in a deal. In September 1996, while GenDerm was in the midst of negotiations with the only remaining strategic buyer located by Lehman, DiPrima resigned. Shortly thereafter, very disturbing facts about GenDerm's performance and financial condition came to light, making it more difficult to find a buyer and suggesting that the company's viability as a going concern was in doubt. In June 1997, GenDerm agreed to sell GenDerm's Euroderma subsidiary to Bioglan Pharma PLC for $ 2.2 million. On August 1, 1997, Bioglan sent GenDerm a proposal contemplating a purchase of GenDerm for $60 million plus possible contingent payments of up to $ 20 million. Bioglan could not obtain financing. Medicis decided it wanted to buy. On October 3, 1997, Dr. Bernstein (CEO) provided Medicis with a package of materials discussing GenDerm's financial conditions and prospects. Two weeks later, GenDerm entered into a letter of intent contemplating an acquisition of the company by Medicis on terms similar to those proposed by Bioglan. GenDerm bylaws require that non-unanimous stockholder action by written consent could not be taken until after five days' prior notice was provided to all GenDerm stockholders. By a directors' consent, the GenDerm board amended the bylaws to carve the Medicis merger out from this requirement. On December 1, 1997, the board sought written consents approving the Medicis merger. The solicitation appears to have been addressed to all GenDerm stockholders. It was not sent to all the stockholders. Ps claim that they never received it, and Ds have produced no evidence that it was sent to them. The package was dated December 1, 1997, but indicates that 'the closing of the transaction is expected to occur on or about next Wednesday, December 3, 1997.' The materials consisted of a one-page letter, a consent form, and a copy of the merger agreement and of 8 Del. C. § 262. The letter stated: The Board of Directors has approved the transaction and recommends that the company's stockholders approve the transaction. The Medicis merger closed, and a certificate of merger was filed on December 3, 1997. GenDerm informed stockholders of their appraisal rights and of facilitating their acceptance of the merger consideration. Neither sent contained additional information bearing on the advisability of the merger or the fair value of GenDerm's stock. The stockholders did not even receive the company's most recent financial results for the periods proximate to the vote. They did not receive any projections of future company performance or any explanation of why the GenDerm board believed that the merger consideration was more worthwhile to the stockholders than the returns that could be expected if the company were to pursue its existing business plan. The Seller's Report provided to Medicis by GenDerm in October 1997 contained a great deal of information that GenDerm stockholders would have found material in determining whether to accept the merger consideration or seek appraisal.

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