Maric Capital: Delaware Court of Chancery Halts Merger on Duty of Disclosure Grounds


On May 13, 2010, Vice Chancellor Strine of the Delaware Court of Chancery issued an opinion in Maric Capital Master Fund, Ltd. v. PLATO Learning, Inc., an opinion that provides important guidance for those in the mergers and acquisitions industry, including those involved in public company deals. In Maric Capital, a pending merger was enjoined because the proxy statement issued ahead of a stockholder vote was found by the court both to contain materially misleading information and to omit material information. The decision in Maric Capital was based upon the fiduciary duty of disclosure under Delaware law. Notably, in addressing the disclosures required under Delaware law, the decision highlights the dual role played by Delaware law and federal securities law in regulating disclosure to public company stockholders.

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