Simonetti v. Margolis, C.A. No. 3694-VCN (Del. Ch. June 27, 2008) (V.C. Noble)

In this purported class action, the Delaware Chancery Court considered a motion for a preliminary injunction to enjoin a stockholder vote on a merger by which the TriZetto Group, Inc. (“TriZetto”) would be acquired by Apax Partners, L.P. (“Apax”).  In granting the motion in part, the Court rejected plaintiff’s process claims and all but one of plaintiff’s disclosure claims.  Finding that TriZetto's failure to disclose the nature and extent of its financial advisor’s financial interest in the transaction was a material omission, the Court preliminarily enjoined the stockholder vote pending appropriate curative disclosures. 

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