Disclosure Obligations in Private Company Transactions under Delaware Law
February 8, 2010
Publication| Corporate Transactions| Corporate & Chancery Litigation
In two recent decisions—Dubroff v. Wren Holdings, LLC and Berger v. Pubco Corporation—the Delaware Court of Chancery expanded the substantive fiduciary disclosure obligations flowing from statutory notice requirements when a corporation takes action by written consent of stockholders or provides notice of appraisal. These decisions are most salient for private corporations, and this article attempts to outline the disclosures required in those circumstances.