Pleading-Stage Dismissal via Corwin Denied to 34.8% Stockholder Alleged To Control Both Sides of Challenged Transaction
Under the Delaware Supreme Court’s landmark ruling in Corwin v. KKR Fin. Holdings LLC, 125 A.3d 304 (Del. 2015) (“Corwin”), a transaction “approved by a fully informed, uncoerced vote of the disinterested stockholders” will attract business judgment review, thereby paving the way to pleading-stage dismissal of stockholder challenges. In this manner, Corwin is said to effectively cleanse fiduciary breaches. Not surprisingly, Corwin has become a powerful defense for corporate fiduciaries seeking to defeat post-closing damages actions arising from a variety of commercial transactions.
Robert S. Reder
John K. Neal, Jr.