Apollo Global Management made a tender offer to the shareholders of Diamond Resorts International. Stephen Cloobeck, the founder of Diamond and the chairman of its board, did not approve of the deal because “he was disappointed with the price and the company’s management,” and felt that “it was not the right time to sell the company.” The directors (including David Berkman) voted, with Cloobeck abstaining, to recommend that the shareholders accept the offer. The recommendation did not state Cloobeck’s concerns. Apollo acquired a sufficient number of Diamond’s shares to take control of the company. Stephen Appel, on behalf of himself and other shareholders, sued Diamond’s directors challenging the sale. Did the Diamond board’s failure to disclose its chairman’s views render the recommendation to accept Apollo’s offer materially misleading? Discuss. [Appel v. Berkman, 180 A.3d 1055 (Del. 2018)] (See Purchase of Stock.)