David Marcus of The Deal writes here about a recent Chancery hearing involving the sale of Atlas Energy to Chevron, in which the Vice Chancellor reviewing the case sought the disclosure in the proxy statement of more details regarding the interest of key management [a father and son team both named Cohen] in affiliated entities that were also part of the deal. Marcus describes the concern of the Court, in part, as follows:

… [The Vice Chancellor said] Cohens’ holdings in AHD and APL were "incredibly material to his ability to understand the fairness of the deal," perhaps suggesting that parties should proactively disclose such information in the future.