Chester County Retirement System v. Collins

Summary

The Supreme Court of Delaware affirmed dismissal of a fiduciary-duty challenge to a merger because the merger was approved by a fully informed and uncoerced stockholder vote. The court held that the undisclosed possibility that the special committee chair might join the committee's outside counsel as a partner was not material, so the business judgment rule applied. The court nevertheless observed that earlier disclosure would have been prudent given the circumstances.