Legal Opinion

Corwin v. KKR Financial Holdings LLC

Supreme Court of Delaware

Decided October 2, 2015No. 629, 2014PublishedCited by 128 opinions

1Opinion of the Court

STRINE, Chief Justice:

In a well-reasoned opinion, the Court of Chancery held that the business judgment rule is invoked as the appropriate standard of review for a post-closing damages action when a merger that is not subject to the entire fairness standard of review has been approved by a fully informed, uncoerced majority of the disinterested stockholders. 1 For that, and other reasons, the Court of Chancery .dismissed the plaintiffs’ complaint. 2 In this decision, we find that the Chancellor was correct in finding that the voluntary judgment of the disinterested stockholders to approve the…

2Cases cited29 opinions

  1. Weinberger v. UOP, Inc.Supreme Court of Delaware · 1983
  2. Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc.Supreme Court of Delaware · 1986
  3. Smith v. Van GorkomSupreme Court of Delaware · 1985
  4. In Re Santa Fe Pacific Corp. Shareholder LitigationSupreme Court of Delaware · 1995
  5. Unocal Corp. v. Mesa Petroleum Co.Supreme Court of Delaware · 1985

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3Cited by128 opinions

  1. Corwin as Trustee for Beatrice Corwin Living Irrevocable Trust v. British American Tobacco PLCSupreme Court of North Carolina · 2018
  2. RBC Capital Markets, LLC v. JervisSupreme Court of Delaware · 2015
  3. El Paso Pipeline GP Company, LLC v. BrinckerhoffSupreme Court of Delaware · 2016
  4. In re Trulia, Inc. Stockholder LitigationCourt of Chancery of Delaware · 2016
  5. Morrison v. BerrySupreme Court of Delaware · 2018

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