March 6, 2013

Delaware Disclosure Claims Ruling: Trend Towards Fewer Expedited Proceedings?

Recently, Delaware Chancellor Strine made this ruling in Corwin v. MAPP Pharma on plaintiffs’ motion for expedited proceedings regarding certain disclosure claims that are becoming increasingly more common. While this ruling may reflect a further softening in the Chancellor ‘s views regarding the per se materiality of free cash flows (compare Maric v Plato to Transatlantic to Cox v Guzy), it may more generally be seen as further evidence that members of the Court of Chancery are less inclined to expedite proceedings or grant injunctions regarding “third party transaction in which the plaintiffs make no plausible allegation that the board’s decision to enter the transaction resulted from any favoritism toward the contractual buyer” and where “the plaintiffs’ own allegations admit that other logical buyers were given the chance to buy and make a bid without facing the barriers of deal protections in a signed up deal. . .”