Under Corwin v. KKR Financial Holdings LLC1 and its progeny, “when disinterested, fully informed, uncoerced stockholders approve a transaction absent a looming conflicted controller,” the irrebuttable business judgment rule...more
11/29/2018
/ Acquisitions ,
Appeals ,
Books & Records ,
Breach of Duty ,
Business Judgment Rule ,
Competitive Bidding ,
Controlling Stockholders ,
Corwin Doctrine ,
DE Supreme Court ,
Dismissals ,
Fiduciary Duty ,
Material Disclosures ,
Mergers ,
Pleading Standards ,
Reversal ,
Schedule 14D-9 ,
Section 220 Request ,
Shareholder Litigation ,
Shareholder Rights ,
Shareholder Votes
Several recent decisions applying Delaware law offer helpful insight about the impact that activist investor involvement has on board decision-making leading to a transaction and how those decisions will be reviewed by the...more
11/22/2017
/ Board of Directors ,
Corporate Governance ,
Corwin Doctrine ,
Delaware General Corporation Law ,
Duty of Care ,
Duty of Loyalty ,
Duty to Disclose ,
Fiduciary Duty ,
Jurisdiction ,
Mergers ,
Morrison v National Australia Bank ,
Pleading Standards ,
Proxy Contests ,
Shareholder Activism ,
Shareholder Litigation ,
Shareholders ,
Standard of Review ,
Totality of Circumstances Test ,
TRO