Parties' Contentions: Plaintiff asserted that although the Company's Amended Registration Statement (the "Statement") provided that Morgan Stanley or its affiliates would receive fees from financing the merger, the Statement failed to disclose details concerning the amount of such expected compensation. The Company argued that it provided enough information in its Statement for the stockholders to adequately quantify the amount. Court's Analysis : The Court explained that full disclosure of investment banker compensation and potential conflicts are required under Delaware law. Relying on David P. Simonetti Rollover IRA v. Margolis, 2008 WL 5048692 (Del. Ch. June 27, 2008), the Court determined that resolution of the disclosure claim depended on whether Morgan Stanley's interest in the transaction was material and, if so, whether that interest was quantifiable. As an initial matter, that MSSF was a separate entity from Morgan Stanley did not change the analysis.