Chancery Court Rules on Request for Expedited Proceedings. In In re Ness Technologies, Inc. Shareholders Litigation (C.A. No. 6569-VCN, Del. Ch. August 3, 2011), a class action suit to enjoin a proposed merger, the Delaware Chancery Court reviewed a motion to expedite proceedings. The plaintiffs, shareholders of Ness Technologies, Inc., alleged that the merger with Citi Venture Capital International (“CVCI”) was the product of a flawed sales process with inadequate disclosures. After noting that courts regularly grant requests to expedite proceedings, the Chancery Court reminded the parties that a plaintiff seeking such relief must articulate a sufficiently colorable claim and show a sufficient possibility of a threatened irreparable injury so as to justify the extra costs of an expedited preliminary injunction proceeding. Reviewing the plaintiffs’ claims, the Court first held that the allegation that one of the Ness Board members was conflicted because he was a nominee of CVCI was not colorable, since ; this Board Member had been excluded from the Special Committee designated to respond to the offer and had not been present for any negotiations or decisions regarding the sales process. The Court also held that without further details, allegations of unfair process based on the mere use of deal protection devices such as “no shop” and “no talk” provisions, a termination fee of 2.72% of the sale price, and a fiduciary out were not colorable. With respect to the plaintiffs’ disclosure claims, the Court found that the proxy soliciting approval of the merger of management projections, the financial advisors’ work, and the sale process satisfied the Board’s disclosure obligations contained fair summaries of these subjects. Noting that “shareholders are not entitled to a ‘play-by-play’ description of merger negotiations,” the Court held that the disclosure claims based on these summaries were not colorable. The Court did find sufficient specificity in the plaintiffs’ claims related to potential conflicts of interest by the financial advisors selected by the Special Committee and the Board to render a fairness decision. Although the proxy statement disclosed that the advisors had in the past provided services to affiliates of CVCI, the disclosures did not indicate the amount of business that the advisors had done and expected to do for CVCI or its affiliates. The Court therefore held that the plaintiffs’ price and process claim and disclosure claim based on these potential conflicts of interest were colorable and granted expedited discovery on the question of whether the advisors’ dealings with CVCI and its affiliates created conflicts of interest.  Link to Chancery Court Opinion: http://courts.delaware.gov/opinions/download.aspx?ID=159110