In its recent decision in Maric Capital Master Fund, Ltd. v. PLATO Learning, Inc., the Delaware Chancery Court enjoined the PLATO Learning stockholders from voting on the acquisition of PLATO Learning by Thoma Bravo until certain corrective disclosures were made to the proxy statement. Vice Chancellor Strine’s opinion provides guidance as to the disclosures relating to financial advisors’ fairness opinion analyses, management projections and pre-signing discussions between an acquiror and the target company’s management regarding post-closing employment.

View ful M&A Alert: "Delaware Court Enjoins Stockholder Vote Pending Additional Disclosure Regarding Financial Analyses, Management Projections and Discussions Regarding Post-Closing Employment"