Applying ‘Corwin’ to Mergers and Irrebutable Presumption of Business Judgment Rule

February 22, 2017


In Corwin v. KKR Financial Holdings, 125 A.3d 304 (Del. 2015), the Delaware Supreme Court held that the business judgment rule applies to any merger not subject to entire fairness review that has been approved by a fully informed, uncoerced vote of disinterested stockholders. Following that decision, the Delaware Court of Chancery has applied Corwin to a variety of M&A transactions, and practitioners have wrestled with the impact of the landmark ruling on stockholder litigation in Delaware.

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