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Court Rejects Challenges to Sale Process and Disclosures in Micromet Litigation by Steven M. Haas
Hunton & Williams LLP - Richmond Office
Gary E. Thompson
Hunton & Williams LLP - Richmond Office
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March 22, 2012
Previously published on March 2012
The Delaware Court of Chancery recently affirmed a board’s sale process by denying a motion for a preliminary injunction in In re Micromet, Inc. Shareholders Litigation. The court upheld the board’s decision not to contact financial buyers and to limit its pre-signing market check to a small group of strategic buyers with whom the target company had prior dealings. The court also reaffirmed that the “fair summary” standard for providing disclosure of the financial analyses underlying a fairness opinion requires just that-a fair summary. It generally does not require disclosure of information that was not relied upon by the financial advisor in rendering its fairness opinion, nor does it require disclosure of the specific rationale underlying certain analyses and assumptions.
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