The Delaware Court of Chancery, in Elizabeth Morrison v. Ray Berry, et al. [Fresh Market], C.A. No. 12808-VCG, memo. op. (Del. Ch. Dec. 31, 2019), finds corporate officers may have been grossly negligent in omitting material facts from a tender offer recommendation statement.
NEW: Ropes & Gray discusses the decision in Delaware Court of Chancery Decision Protects Directors from Liability, But Increases Litigation Risk to Corporate Officers.
Morris James discusses the decision in Chancery Sustains Claims Against Board Chairman who Rolled Over Equity in Going-Private Transaction and Officers Who Crafted Misleading Disclosures.
Stinson LLP discusses the decision in Chancery Finds General Counsel Potentially Liable for Misleading Tender Offer Documents.
Prof. Ann Lipton discusses the decision in The Watchmaker analogy, inverted.
$$$ Law360 discusses the decision in Chancery Keeps $1.4B Fresh Market Sale Challenge Alive.