Ropes & Gray Discusses Limits of Delaware’s Corwin Decision

The Delaware Supreme Court’s decision in Corwin v. KKR Financial Holdings LLC set a high bar for plaintiff stockholders seeking to challenge public company mergers. Assuming a transaction that is not subject to entire fairness review was approved by a fully informed, uncoerced, disinterested vote of a majority of the stockholders of a target corporation, the business judgment rule applies to post-closing damage suits and, as further clarified by the Supreme Court decision in Singh v. Attenborough, a plaintiff could only challenge such a merger on the basis that it constituted waste. The decision in CoRead more