Delaware Business Litigation Report

Court Of Chancery Explains Limits Of Incorporation By Reference In Disclosure Law

Zalmanoff v. Hardy, C.A. 12912-VCS (November 13, 2018)

This decision holds that it is acceptable to make the needed disclosures to stockholders by sending them both a Form 10-K and proxy statement at the same time. However, this does not mean that it is possible to rely on past SEC filings when a proxy statement omits material information that was disclosed previously. The key is that the various documents need to be disclosed together.

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