By Brad Davey and Matthew Belger ( March 9, 2018, 4:22 PM EST) -- In Appel v. Berkman, the Delaware Supreme Court held that a company's disclosures in connection with a tender offer were misleadingly incomplete because they failed to explain the reasons that the company's founder and chairman abstained from the board vote on whether to recommend that stockholders accept the tender offer. The decision represents the first time the Supreme Court has reversed the Court of Chancery's dismissal based on stockholder approval of a transaction pursuant to the Supreme Court's landmark decision in Corwin v. KKR Financial Holdings LLC.[1] The Appel decision raises important questions regarding the required disclosure of board deliberations. It also serves as a helpful reminder that, even after Corwin and Trulia, the record of a board's decision-making process may be available to both potential stockholder plaintiffs and the court....