Trustwave Merger Suit Survives Due To 'Skimpy' Disclosure

Law360 (April 8, 2020, 10:56 PM EDT) -- A Delaware vice chancellor on Wednesday let stand a lone claim from a consolidated investor suit alleging Trustwave Holdings Inc. unfairly gave certain stockholders preferential treatment in its roughly $850 million merger with Singapore Telecommunications Ltd., saying a claim related to a "decidedly skimpy" transaction disclosure can proceed.

Vice Chancellor J. Travis Laster said that a breach of fiduciary duty of disclosure claim related to the 2015 merger survives Trustwave's motion to dismiss because a "bare-bones" information statement sent to stockholders about the transaction was "decidedly skimpy" and therefore could "reasonably" be deemed to have been made in bad faith....

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