Voting Agreement in Favor of Stock-for-stock Merger Does Not Preclude Disclosure Misrepresentation Claim: 9th Circuit | Practical Law
The Court of Appeals for the Ninth Circuit held in Hildes v. Arthur Andersen LLP that a stockholder can bring a Section 11 claim against a buyer on the basis of misrepresentations in the buyer's registration statement even if the stockholder has entered into a voting agreement with the buyer.