Delaware Courts Diverge on Whether “Cleansing Effect” of Corwin Applies to Duty of Loyalty Claims

Posted by on Friday, January 13, 2017 in Articles, Delaware Corporate Law Bulletins, En Banc.

Delaware Courts Diverge on Whether “Cleansing Effect” of Corwin Applies to Duty of Loyalty Claims

ABSTRACT

Comstock requires a finding that entire fairness review is inapplicable before Corwin triggers business judgment deference.

Larkin applies Corwin’s “cleansing effect” to all transactions absent a controlling stockholder.

AUTHORS

Robert S. Reder
Professor of the Practice of Law at Vanderbilt University Law School, has been serving as a consulting attorney at Milbank, Tweed, Hadley & McCloy LLP in New York City since his retirement as a partner in April 2011

Tiffany M. Burba
J.D./M.S. Finance Candidate at Vanderbilt University, will be starting as an associate at Cadwalader, Wickersham & Taft in the fall of 2017.