Law360 ( June 14, 2010, 1:19 PM EDT) -- Recently, the Delaware Chancery Court issued a preliminary injunction blocking the closing of a merger until corrective disclosures are made on three issues in the corporation's proxy statement. In Maric Capital Master Fund Ltd. v. Plato Learning Inc. et al., 2010 WL 1931084 (Del. Ch., May 13, 2010), the court enjoined the cash acquisition of Plato Learning Inc. by Thoma Bravo LLC (TB) for $5.60 per share just six days before the scheduled stockholder meeting to approve the transaction and two weeks before the termination date under the merger agreement. Earlier in the day, the court had rejected Maric Capital Master Fund Ltd.'s (Maric) request for a preliminary injunction on the grounds that the directors of Plato had failed to comply with their Revlon duties in seeking to sell the company. This case provides a useful reminder that the Delaware courts will closely scrutinize any transaction involving the sale of a controlling interest in a Delaware corporation that is challenged by disaffected stockholders....