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7 Dec 2017, 3:00 am
Yates, in which Vice Chancellor Montgomery-Reeves dismissed breach of fiduciary duty claims against a seller’s board – despite concluding that the directors’ decisions were not entitled to business judgment rule deference under Corwin. [read post]
13 Mar 2020, 3:00 am
It seems fair to say that companies have gotten comfortable with the Corwin cleansing process over the past several years. [read post]
26 Nov 2018, 3:00 am
.; 11/18), where Vice Chancellor Slights held that company’s failure to provide audited financial statements & other disclosure shortcomings precluded its directors from relying on the Corwin doctrine in post-closing litigation. [read post]
16 Dec 2018, 6:35 am
The Delaware Court of Chancery recently denied Corwin cleansing [1] in a case involving the sale of a public company while it was engaged in a restatement of its prior audited financial statements. [read post]
22 Feb 2015, 7:57 pm
The biblical reference enables Corwin to say that total war “is at least as old as recorded history. [read post]
14 Apr 2022, 5:42 am
Since Corwin v. [read post]
14 Apr 2022, 5:42 am
Since Corwin v. [read post]
12 Jul 2018, 5:48 am
By way of background, in Corwin v. [read post]
5 Jun 2022, 3:14 pm
Corwin cleansing is a corporate law doctrine providing 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... [[ This is a content summary only. [read post]
26 Nov 2018, 9:06 am
I've seen some hand-wringing among my fellow corporate law scholars that Corwin represents some sort of free pass for bad directors in the context of a sale - a 'get out of jail free' card as it were. [read post]
30 Oct 2015, 8:33 pm
Under the reasoning of Corwin, the Court of Chancery found that the Board’s actions were not grossly negligent. [read post]
30 Aug 2016, 9:00 am
Larkin v Shah, C.A. 10918-VCS (August 25, 2016) This is one of two recent Court of Chancery decisions explaining that the Corwin case really does mean that there is an “irrebuttable business judgment rule” that bars challenges to a merger approved by a majority of the fully-informed, disinterested and uncoerced stockholders, in the absence of the deal involving a controlling stockholder who suffers from a conflict in the merger. [read post]
26 Apr 2017, 3:00 am
.; 4/17), which left unanswered the question of whether fully informed shareholder approval under Corwin would result in business judgment rule review for a board’s decision to adopt deal protections that ran afoul of Unocal. [read post]
13 Feb 2017, 3:00 am
.; 6/16) – which held that Corwin’s path to business judgment rule review for post-closing merger claims applied to two-step transactions under Section 251(h) as well. [read post]
18 May 2023, 3:00 am
.; 5/23), Vice Chancellor Zurn held that Corwin cleansing can’t apply to claims for post-closing injunctive relief under Unocal. [read post]
29 Mar 2019, 6:00 am
This Corwin dismissal is notable for its unique facts—the target's substantial blockholder (34%) with voting control (84.5%). [read post]
4 Jun 2023, 9:01 pm
The court declined to apply Corwin cleansing despite a fully informed stockholder vote. [read post]
30 Nov 2016, 3:00 am
This Skadden memo discusses several recent Delaware Chancery Court cases interpreting Corwin’s path to business judgment rule review for post-closing damage claims. [read post]
12 Apr 2019, 3:00 am
.; 3/19), Chancellor Bouchard rejected allegations that conflicts involving a controlling shareholder & disclosure shortcomings should preclude application of Delaware’s Corwin doctrine to fiduciary duty claims arising out of the sale of a company. [read post]
1 Feb 2022, 3:00 am
.; 1/22), the Chancery Court held that Noble Energy’s failure to disclose a prior unsolicited acquisition overture and the reasons for amending its change-in-control severance plan were not material omissions precluding application of Delaware’s Corwin doctrine to fiduciary duty claims arising out of the company’s 2020 sale to Chevron. [read post]
