A Twist On Disclosure-Based Shareholder Suits

Law360, New York (November 2, 2012, 3:11 PM EDT) -- The vast majority of companies that must file a proxy statement in mergers and acquisitions transactions that seek special shareholder meetings to approve a deal face shareholder lawsuits asserting that such proxy statements contain inadequate disclosure.

Now, routine public company proxy statements for annual meetings of stockholders are under threat from a new variation on the same genre of shareholder lawsuits. This latest twist asserts that board members have breached fiduciary duties by approving purportedly deficient disclosure when seeking shareholder approval for increases to equity incentive...
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