Delaware Supreme Court: Bump-Up Exclusion Does Not Apply To Settlement of a Section 14(a) Securities Claim

In a win for policyholders, the Delaware Supreme Court, in a 3-2 decision, adopted a narrow reading of “Bump-up” provisions in Illinois Nat'l Ins. Co. v. Harman Int'l Indus., Inc., 2026 WL 204209 (Del. Jan. 27, 2026). A class of investors had filed suit, alleging that Harman’s board had violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 by providing inadequate disclosures about a proposed acquisition.... By: Nossaman LLP