In a blog post written for the Delaware Journal of Corporate Law, DJCL Staff Member, Colleen Degnan, discusses Appel v. Berkman, No. 316, 2017 (Del. Feb. 20, 2018) in which the Delaware Supreme Court reversed the Delaware Court of Chancery’s dismissal of a stockholder challenge to a two-step merger transaction. Plaintiff stockholders challenged the merger, claiming that they were misled by the proxy statement, which failed to disclose the Chairman’s views regarding the timing of selling the company. The Delaware Supreme Court concluded that the omission of the Chairman’s opinions from the 14D-9 proxy statement was materially misleading to stockholders when deciding to vote for the merger or to seek appraisal.
Read Colleen’s post on the DJCL Blog.