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Maric Capital v. PLATO Learning: Important Lessons for Disclosure

On May 13, 2010, Vice Chancellor Strine of the Delaware Court of Chancery (Court) issued a Memorandum Opinion in Maric Capital Master Fund, Ltd. v. PLATO Learning, Inc., in which the Court preliminarily enjoined the acquisition of PLATO Learning, Inc. (PLATO) by Thoma Bravo, LLC (Thoma Bravo) because several disclosures made by PLATO in its proxy statement were either inadequate or materially misleading. The decision provides important guidance to merger parties as to the Delaware Courts views on the significance of providing accurate and complete disclosures of certain matters that routinely arise in the context of a cash merger.

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