Looks to me like there are two separate problems.

The first may be a regression of Bug #672177 for which a fix was
supposedly released ca April 2011.  Upgrading or re-installing libc6
results in orphaned inodes:

$ sudo apt-get install --reinstall libc6 && sudo shudown -r now

I put '/usr/sbin/lsof -n > /saved.root.lsof' in /etc/init.d/umountroot
just before the root filesystem is remounted read-only.   The result
shows open files of type 'DEL' for several libc .so files.  These are
probably the files assocated with the orphaned inodes.  fsck must be
smart enough to know that the files were deleted so it doesn't put
anything into /lost+found.

The second problem is the "mount: / is busy" console message on every
reboot.  The /saved.root.lsof file shows that dhclient is still holding
a dhcp lease file open for write when umountroot is invoked.  Doing
'sudo killall dhclient' before the reboot eliminates the message.  I
couldn't find an already opened bug report for this;  if someone else
could have a try I'd appreciate it.

Both of these problems are probably benign, but before I trust my data
to 12.04,  I'd certainly like to hear someone smarter than me say so.

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https://bugs.launchpad.net/bugs/952315

Title:
  root filesystem not cleanly unmounted on reboot

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