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Merger valuation disclosures were adequate. Chancery applies business judgment rule to breach of fiduciary duty action

The business judgment rule has featured prominently in a number of recent breach of fiduciary duty cases in front of the Delaware Court of Chancery. Under the rule, the court must not interfere in a transaction if a majority of the minority shareholders approved the deal and the vote was “uncoerced and fully informed.”

In re Del Monte Foods Co. Shareholders Litig.

Court temporarily enjoins stockholder vote on board-approved merger where discovery revealed that board’s financial advisor secretly manipulated sales process to obtain lucrative buy-side financing fees.

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