ClassLawBlog.com

Courthousenews reports that the Delaware Chancery Court has allowed shareholders to continue their class action against Merrill Lynch arising out of the company’s September merger with Bank of America. Shareholders pointed to the rapid pace of the deal as well as certain key terms, including “force the vote” and “no-talk” provisions, as evidence of directors’ violations of their fiduciary duty.  They also alleged that the proxy statement contained material non-disclosures. Vice Chancellor Noble ruled that some of the shareholders’ allegations, including those related to the rapid pace of the merger decision, were  “colorable” and that shareholders should therefore be allowed to pursue them.