At the other end of the spectrum, as explained by Vice Chancellor Sam Glasscock III in Galindo v. Stover, CA No. 2021-0031-SG (Del. Ch. Jan. 26, 2022) (“Galindo”), “directors need not provide exhaustive information in seeking a stockholder vote; caselaw requires accurate and complete disclosure of material information.” In Galindo, Vice Chancellor Glasscock found Corwin “cleansing” available to defendant directors alleged to have breached their fiduciary duties in connection with a challenged M&A transaction, even though the disclosures provided to target company stockholders failed to discuss either (i) an earlier M&A overture or (ii) motivations underlying recent modifications of executive change-in-control arrangements. Nevertheless, because “the transaction was approved by a majority of the stock voting in an informed, uncoerced manner,” the Vice Chancellor applied the business judgement rule in granting pleading stage dismissal to defendant directors. Since there was no allegation of coercion, the Vice Chancellor focused on whether stockholders “were sufficiently informed to ratify the transaction.”

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