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Mark D. Harris and Margaret A. Dale

For years, following the announcement of a corporate merger or acquisition, courts could expect to see shareholder class action suits that, in the main, were resolved by “disclosure-only” settlements. Plaintiff shareholders would allege that the officers of the merging entities failed to adequately disclose the material terms of the transaction, and failed to carry out their fiduciary duties of care and loyalty when they entered into the deal. The parties typically chose to settle these cases early on rather than litigate them. The resulting settlements generally required that defendants pay plaintiffs’ attorney fees and make additional disclosures, as opposed to changing the economic terms of the deal (hence the name, “disclosure-only” settlements).

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