Delaware Court Refuses to Require Disclosure of Internal Projections

This post is from Theodore Mirvis of Wachtell, Lipton, Rosen & Katz. This post is part of the Delaware law series, which is cosponsored by the Forum and Corporation Service Company; links to other posts in the series are available here.

It may not have been a Chancellor who famously said: “Predictions are difficult to make, especially about the future.” But as the Chancellor‘s recent opinion in Checkfree, summarized here, demonstrates, the point is not lost in Rodney Square.

In declining to follow a path to a per se rule requiring disclosure of all projections before a merger vote can take place–Checkfree involved projections used by investment bankers in their fairness-opinion analysis–the Chancellor elegantly cabins the Netsmart opinion to a case of partial disclosure, recalling the other adage about “too much of a good thing.”

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