M&A Update: New Delaware Guidance on Conducting a Sale Process
28 March 2007
Mayer Brown Article
28 March 2007 - A recent Delaware Court of Chancery opinion has identified some pitfalls to avoid in conducting a proper sale process. It also breaks new legal ground by requiring that certain management projections be disclosed to stockholders. Vice Chancellor Strine's opinion in the In re: Netsmart Technologies case (Del. Ch. March 14, 2007, C.A. No. 2563-VCS) enjoined the $115 million all-cash acquisition of Netsmart Technologies by two private equity firms until corrective disclosures are made regarding the conduct of the sale process and certain management projections are disclosed.