U.S. District Court Judge Dismisses Section 14(a) Damages Claim Alleging Merger Proxy Disclosures Misled Shareholders About Regulatory Timing

On October 27, 2017, in Jaroslawicz v. M&T Bank Corp., the U.S. District Court in Delaware dismissed a claim that statements in a merger proxy expressing belief that the company would timely obtain all necessary regulatory approvals were misleading because regulatory issues would have likely delayed the merger in reality. The Court held that such statements were opinions subject to Omnicare’s standard, and were furthermore taken outside of the context of other cautionary language which disclaimed assurances.