In Re Netsmart Technologies, Inc. Shareholders Litigation

How courts have described this case

Verbatim parenthetical descriptions written by other courts when citing this decision. Ranked by citation-network relevance.

• holding a Proxy was materially incomplete because it failed to disclose any projections used to perform the discounted cash flow valuation
• holding a Proxy was materially incomplete because it failed to disclose projections a financial advisor used to perform the discounted cash flow valuation supporting its fairness opinion
• noting that although investment bank would receive 1.7% of any deal, it had “a strong incentive to bring about conditions that would facilitate a deal that would close”
• noting that although investment bank would receive 1.7% of any deal, it had “a strong incentive to bring about conditions that would facilitate a deal that would close”
• holding, based on a well-developed factual record, that omitted financial projections were material where the company did not disclose any projections for certain years and disclosed projections that were different than those used by financial advisors
• noting that executives may have “an incentive to favor a particular bidder (or type of bidder),” especially if “some bidders might desire to retain existing management or to provide them with future incentives while others might not.”

Source: CourtListener parenthetical corpus (CC0).