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Summaries and analysis of recent Delaware court decisions concerning business-related litigation.

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Supreme Court Clarifies Need To Disclose A Director’s Opinions

Posted In M&A

Appel v. Berkman, No. 316, 2017 (February 20, 2018)

When seeking stockholder votes it is not always clear when the company must disclose an opinion of an individual director on the merits of the proposed transaction. This decision reviews the Delaware law and concludes that at least when the director involved is a founder and chairman and voices an opinion that the transaction is not good for the company, that opinion must be disclosed.