In David P. Simonetti Rollover IRA v. Margolis, (Del. Ch., June 27, 2008), read opinion here, the Delaware Chancery Court issued a preliminary injunction to enjoin a shareholder vote in light of what the court found to be violations of the duty to disclose necessary information.
Thanks to Prof. Steven Davidoff for bringing this case to my attention. (In addition to his own blog, the good professor writes for The New York Times’ DealBook.) This is the second Chancery Court decision on disclosure issues in the last few days and the second such decision I blogged about today. The rush of business will only allow me to highlight the issue and result, and commend the full decision at the link above for reading.
In sum, the court rejected a Revlon claim but found at this early stage of the proceedings that:
… the vote of the stockholders of TriZetto should be enjoined preliminarily, pending either final hearing on the merits of the Plaintiff’s disclosure claim or an appropriate, curative disclosure to the stockholders regarding the potential benefits of the transaction to UBS because of its holdings of various instruments issued by TriZetto.