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The parties dispute the legal effect of a contested transaction. Directors approved a conflicted transaction after incomplete disclosure and shareholders challenged the injury classification. One argument was preserved, while another was raised only later. The parties disagree about the legal effect of those facts. Which option gives the best analysis?

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Reject the claim or defense solely because the opposing party disputes a required fact. Import a rule from a nearby issue instead of applying the rule triggered by these facts. The court should resolve the dispute by applying the operative rule to the material facts: The answer should identify the governing rule for Limited Liability Companies and apply it to the operative facts. Assume the doctrine applies because one element appears satisfied, even if the remaining elements are contested.

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