Document: In re Netsmart Tech., Inc. S’holders Litig., C.A. No. 2563-VCS, Strine, V.C. (Del. Ch. Mar. 14, 2007)

The Court granted a preliminary injunction enjoining the consummation of a merger until the dissemination of more complete disclosures to the stockholders, including projections relied upon by the special committee’s financial advisor in rendering its fairness opinion and a description of the board’s failure to seek strategic buyers in the sale of the company.  The Court also found a probability of success on the plaintiffs’ flawed process claim, but declined to enjoin the stockholders’ vote regarding the merger on this basis.