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March 14, 2007
In Re Netsmart Technologies, Inc. Shareholders Litigation
Shareholders of Netsmart Technologies, Inc., filed a lawsuit in
Delaware Chancery Court on March 6, 2007, challenging a proposed
merger that would establish Netsmart as a private organization. The
shareholder buy-out guidance prompted the lawsuit. The court
ruled that Netsmart may not move forward on the deal unless it
provides shareholders with improved guidance.
The shareholders challenged Netsmart management's diligence in
protecting shareholder interests. Key complaints were:
- Insufficient pre-announcement
search for merger offers
- Insufficient post-announcement
search for competing offers
- Insufficient documentation of
calculations used to establish the per share buy-out price

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