Fair Summary II: An Update on Delaware's Disclosure Regime Regarding Fairness Opinions

摘要

In May 2008, the authors published an article discussing the general principles behind Delaware cases involving disclosure regarding fairness opinions and the financial advisors that provide them. This Article updates that prior article and discusses the evolution 0/ Delaware law on this topic. Principally, this Article discusses developments in three areas: disclosure regarding the financial advisor's analysis, disclosure regarding management's projections, and disclosure regarding the financial advisor's potential conflicts. Included are analyses of the most recent Delaware cases, including transcript rulings, as well as general discussions of other issues relating to Delaware's fiduciary duty of disclosure.