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Kate A. Mahoney, left, and Christoper B. Chuff, right, of Pepper Hamilton. Kate A. Mahoney, left, and Christoper B. Chuff, right, of Pepper Hamilton.

In a recent decision by the Delaware Supreme Court, Appel v. Berkman, No. 316, 2017 (Del. Feb. 20), the court held that a board’s failure to include information about the chairman of the board’s reasons for abstaining on the vote rendered the proxy statement materially misleading. This decision serves as a stark reminder that boards of directors should carefully consider whether to disclose in a proxy statement the reasons for a director’s abstention on a vote to approve a sale.

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