A fully informed stockholder vote can help protect a company and its directors from lawsuits challenging a transaction. Under Delaware law, board decisions may enjoy deference under the business judgment rule where stockholder approval is obtained after they have received all material information. And, if the business judgment rule applies, it is easier to get a stockholder suit dismissed at the pleadings stage, before burdensome discovery.
Source: Mind Your Disclosures: Delaware Courts Are Asking Just When a Stockholder Vote Is ‘Fully Informed’