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Delaware Court Determines Corwin Not Available to “Cleanse” Alleged Director Misconduct Due to “Structurally Coercive” Stockholder Vote

Posted by on Wednesday, April 4, 2018 in Delaware Corporate Law Bulletins, En Banc.



Stockholder vote structured as a choice between accepting unrelated transactions benefiting a large stockholder or forgoing beneficial M&A transactions judged “structurally coercive”


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.

Victoria L. Romvary
Vanderbilt University Law School, JD Candidate, May 2018. Upon graduation, Victoria will join the Corporate group at Cravath, Swaine & Moore in New York, New York.