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26 Apr 2022, 6:00 am
Jan. 26, 2022)If a majority of fully informed, uncoerced, disinterested stockholders vote to approve a merger not involving a conflicted controlling stockholder, then under the Corwin doctrine, the business judgment rule applies because the vote cleanses any breach of duty (except a claim for waste). [read post]
25 Jul 2017, 3:00 am
This Sherman & Sterling blog reviews the latest decision to follow Corwin’s approach to post-merger claims. [read post]
14 May 2023, 9:01 pm
Geier[22], which are inconsistent with the Court’s reading of Corwin. [read post]
23 Aug 2016, 9:00 am
Comstock, C.A. 9980-CB (August 24, 2016) This decision applies the Corwin doctrine to dismiss a suit attacking a merger that received stockholder approval. [read post]
2 Oct 2020, 6:11 am
It also provides a reminder that Corwin is not the only defense available to directors at the motion to dismiss stage. [read post]
12 Jul 2018, 3:00 am
Berry (Del. 7/18), the Delaware Supreme Court reversed an earlier Chancery Court decision & held that “partial and elliptical” disclosures provided to shareholders were insufficient to insulate the seller’s board from fiduciary duty claims under the Corwin doctrine. [read post]
18 Jul 2018, 6:00 am
Earlier this year, the Delaware Supreme Court held that Corwin deference was not warranted where a recommendation statement to stockholders disclosed that a founder and board chairman abstained from recommending in favor of an M&A transaction, but omitted certain facts evident from meeting minutes, such as his disappointment with the company’s management and the transaction price, and his view that it was not the right time to sell. [read post]
19 Apr 2018, 6:24 am
’s board of directors, who negotiated and approved a merger with the company’s largest stockholder in 2016, were protected under Corwin [1] by the business judgment rule from claims by plaintiff stockholders that the board, allegedly controlled by the stockholder, had breached their fiduciary duties. [read post]
31 Jan 2020, 6:58 am
By Matthew Solum, Kirkland & Ellis LLP The Supreme Court of Delaware held in Corwin v. [read post]
21 Feb 2020, 3:00 am
Ann Lipton’s commentary about how Delaware’s Corwin doctrine has warped its approach to controlling shareholder cases. [read post]
31 Oct 2015, 10:57 am
The Delaware Supreme Court in Corwin v. [read post]
15 Jul 2019, 6:00 am
Since the Delaware Supreme Court’s 2015 Corwin v. [read post]
21 Nov 2018, 6:00 am
Stockholder Litigation, C.A. 2017-0650-JRS (November 20, 2018) To obtain business judgment rule protection, directors need to make adequate disclosures to the stockholders whose votes directors contend were adequate to invoke the Corwin decision. [read post]
13 Jan 2019, 5:20 am
This case is yet another example of why disclosures are so important in the post-Corwin [2] era: Vice Chancellor Slights rejected the CEO’s argument that the claims against him were extinguished by the stockholder vote approving the transaction, finding that a number of material omissions precluded a finding that the stockholders’ vote was fully informed. [read post]
6 Jul 2016, 10:39 am
On June 30, 2016, the Delaware Chancery Court extended the Supreme Court’s holding in Corwin v. [read post]
16 Dec 2011, 10:39 am
Corwin v. [read post]
23 Jan 2018, 9:00 am
Dec. 29, 2017), is of note, as it endorses the use of books and records demands to help stockholders meet Corwin’s pleading demands. [read post]
2 Mar 2017, 12:01 am
The House approved Corwin’s text on February 28, 1861, and the Senate adopted it with no changes on March 2, 1861. [read post]
27 Oct 2021, 6:00 am
And under the powerful Corwin doctrine, a positive shareholder vote restores business judgment rule review, thereby insulating the transaction from judicial oversight. [read post]
1 Jun 2017, 9:00 am
Lafferty of Morris, Nichols, Arsht & Tunnell, and Peter Adams of Cooley LLP on a recent article titled, " Ten Recent Delaware Merger and Acquisition Cases Applying Corwin", published by the American Bar Association. [read post]
