Stephen Appel v. David J…

Summary

The Supreme Court of Delaware held that the company's disclosure statement was materially misleading because it omitted the founder and chairman's reasons for abstaining from approval of the sale. A director's reasons for dissenting or abstaining are not categorically immaterial; materiality depends on whether the information would significantly alter the total mix available to stockholders. The court therefore reversed dismissal of the claims and remanded for further proceedings.