Richards Layton & Finger

Disclosure of Management Projections Under Delaware Law

May 22, 2013

The Delaware courts have issued a variety of opinions, seemingly pointing in different directions, on the required disclosure of management projections in M & A transactions. Analyzing the cases, the authors find that whether the courts will require disclosure of projections will be influenced by such factors as their reliability, their contribution to the total mix of available information, and the extent of disclosures already made. This discussion of the cases concludes with a short list of disclosure principles for practitioners.