Richards Layton & Finger

Disclosure Obligations in Private Company Transactions under Delaware Law

February 8, 2010

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.