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Court Of Chancery Explains When To Expedite Disclosure Claims

Posted In Fiduciary Duty

Nguyen v. Barrett, C.A. 11511-VCG (September 28, 2016)

This decision is helpful in clarifying that claims alleging disclosure violations in a proxy statement need to be pressed before a merger closes. After the merger, those claims are for damages and all the hurdles for such a claim, such as the director exculpation provisions in most charters, will usually defeat the claim absent bad faith.



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