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6 Feb 2017, 9:00 am
Why that should make a difference under Corwin is not clear but at least this decision seems to settle the issue and Corwin applies to duty of care claims as well. [read post]
4 Dec 2017, 9:00 am
No. 12553-VCMR (Nov. 30, 2017) Briefly, under Corwin, the informed vote of a majority of the disinterested stockholders subjects a transaction to the business judgment rule when the deal does not involve a conflicted controlling stockholder. [read post]
2 Oct 2017, 7:02 am
He is sitting with Edward Corwin, the well-known constitutional law scholar: Professor Corwin of Princeton... [read post]
23 Apr 2017, 9:00 am
Such a claim had been upheld in the older Santa Fe case and Corwin expressly declined to overrule Santa Fe. [read post]
2 Aug 2018, 6:04 am
Berry that Corwin business judgment review will not apply to stockholder-approved transactions when “partial and elliptical” disclosures leave stockholders less than fully informed. [read post]
18 Oct 2016, 3:00 am
This Morris James blog notes the Delaware Chancery Court’s recent decision in In re OM Group Stockholders Litigation – the latest in a series of decisions interpreting the Corwin standard. [read post]
2 Apr 2018, 3:00 am
Ch.; 3/18), Vice Chancellor Slights rejected the company’s contentions that Corwin should apply to the transaction. [read post]
6 Sep 2016, 3:00 am
Shah is one of two recent Court of Chancery decisions explaining that the Corwin case really does […] [read post]
17 Jul 2017, 1:41 pm
The article entitled When Delaware Courts May Reject Corwin Cleansing: Some Clarity (July 13, 2017) (sub. req.), reviews the Court of Chancery’s refusal to apply the Corwin cleansing doctrine through the lenses of situational coercion, structural coercion, and extraneous bad acts. [read post]
21 Jun 2019, 4:27 pm
Lipton, Ann, After Corwin: Down the Controlling Shareholder Rabbit Hole (May 31, 2019). [read post]
27 Jun 2019, 6:45 pm
Corwin III and Daniel K. [read post]
6 Dec 2018, 1:55 pm
Nov. 20, 2018), explained when the Corwin standard does not apply to cleanse a stockholder-approved transaction. [read post]
5 Apr 2017, 5:55 am
In its October 2015 decision in Corwin v. [read post]
24 May 2011, 2:12 pm
The Buffalo New offers Corwin granted court order barring certification of winner. [read post]
28 Oct 2021, 6:00 am
Kihm involved a merger breach of fiduciary duty challenge and an attempt to avoid Corwin cleansing based on alleged deficient disclosures in the target board’s recommendation statement to the stockholders. [read post]
12 Oct 2016, 9:00 am
This decision does a very good job of explaining when proxy disclosures are adequate to invoke Corwin. [read post]
21 Feb 2017, 5:26 am
In 2015, the Delaware Supreme Court held in Corwin v. [read post]
8 Jul 2019, 6:00 am
Under Corwin v. [read post]
3 Feb 2020, 6:00 am
This decision considers whether a stockholder-plaintiff sufficiently alleged a “control group” to avoid Corwin deference. [read post]
17 Jan 2018, 3:00 am
Boards have enjoyed a lot of success in the Delaware courts invoking the Corwin doctrine to foil post-closing fiduciary duty claims. [read post]
