In a recent Law360 article titled “Fair to Whom? Examining Delaware’s Fair Summary Standard,” two members of the plaintiffs bar criticized the principle of Delaware law that stockholders should be provided a “fair summary” of an investment adviser’s work in connection with a solicitation of votes relating to a proposed corporate transaction. In the view of those authors, this principle, combined with recent legislative reforms concerning appraisal litigation and judicial decisions addressing the viability of post-closing litigation, has left stockholders wondering if “fairness in Delaware is judged from the corporation’s perspective, not the shareholders’.” This article contends that the authors’ criticism is misplaced and posits that Delaware courts have taken appropriate steps to incentivize full and fair disclosure — fair to all — while at the same time minimizing frivolous litigation that harms both companies and stockholders.
In Support Of Delaware’s Merger Litigation Jurisprudence
April 21, 2017