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In December, 1986 the General Motors Board of Directors must decide whether to accept the buyout agreement between GM and Ross Perot, a director of GM and its largest stockholder. The agreement called for GM to purchase all of Perot''s GM shares in exchange for his resignation from the GM board and his resignation as Chairman of EDS, the company Perot founded in 1963 and sold to GM in 1984. The case chronicles a history of the Perot/GM merger, and the friction between Perot and GM management which led to the buyout agreement.