In Dent v. Ramtron International Corp., No. 7950 (Del. Ch. Nov. 19, 2012), the Delaware Chancery Court held that the failure to disclose management’s financial projections was not a sufficient reason to enjoin a shareholder vote on a proposed merger.  In a shareholder class action challenging a tender offer and merger agreement, plaintiff sought to enjoin the vote on the merger, alleging that the target corporation’s directors breached their fiduciary duties by failing to disclose management’s financial projections for future years.  Plaintiff argued that the projections were necessary for shareholders to decide whether to accept the tender offer price or seek appraisal.  The directors contended that the projections were not reliable and already had been considered by the company’s financial advisor, whose views had been disclosed.  In a transcript ruling, the court held that there was no per se duty to disclose financial information that had been supplied to a financial advisor, nor was there a duty to disclose speculative information that might confuse shareholders.  The court concluded that plaintiff had not shown a reasonable probability of success on the merits because:  “[I]t is unlikely that a reasonable stockholder would find the projections to be important as opposed to merely helpful in deciding how to vote on the merger or whether to seek appraisal.”