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On March 4, 2011, the Delaware Chancery Court enjoined a target from holding a shareholder meeting to vote on the approval of a merger agreement pending dissemination of curative proxy disclosure of both the amount of contingent fees to be paid to its investment adviser and the negotiations regarding the compensation that the CEO and president of the target would receive when he joined the acquirer after consummation of the merger
The Delaware Court of Chancery refused to certify a class action by minority shareholders alleging material non-disclosures in connection with a recapitalization plan approved by the written consent of less than all of the shareholders under 8 Del
