In a recent post-trial opinion in BBP Holdco, Inc. v. Brunswick Corporation, the Delaware Superior Court addressed an unusual M&A dispute. After a spin-off of one of Brunswick’s bowling divisions, the buyers claimed that they had been defrauded not because Brunswick failed to disclose an ongoing regulatory issue, but because Brunswick allegedly failed to disclose enough about the issue, including how it might unfold in the future. The court soundly rejected this theory, holding that Brunswick fulfilled its obligation to fairly disclose the issue in sufficient detail for the buyers to perform their own independent investigation.
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