The Delaware Chancery Court refused to enjoin a stockholder vote on a merger transaction. The injunction was sought on the ground that projections prepared by the target company's financial advisor were not disclosed in the target company's proxy statement. The defendants, a group consisting of the target company's board, claimed that the projections were neither accurate nor reliable and that their disclosure would serve only to confuse the target company's stockholders. In finding for the defendants, the court stated that, "Delaware law does not require the disclosure of inherently unreliable or speculative information which would tend to confuse stockholders or inundate them with an overload of information . . . To be a subject of mandated disclosure, the projections must be material in the context of the specific case."
Dent v. Ramtron Intl. Corp., C.A. No. 7950-VCP (Del. Ch. Ct. Nov. 19, 2012)