Elizabeth Morrison v. Ray…

Summary

The Supreme Court of Delaware reversed dismissal of a stockholder fiduciary-duty action arising from the sale of The Fresh Market. It held that the tendering stockholders' approval could not trigger business-judgment protection because the disclosure statement plausibly omitted and mischaracterized material facts concerning Ray Berry's commitment to Apollo, his influence over the sale process, his intention to sell if the company remained public, and existing activist pressure. The case was remanded for further proceedings.