Fiduciary Duty, Revlon Standard, Controlling Stockholders

Key Developments in Delaware Corporation Law in 2017

Skadden, Arps, Slate, Meagher & Flom LLP on 1/26/2018

Developments in appraisal law, the application of Corwin v. KKR Financial Holdings LLC in post-closing damages actions and the potential expansion of Kahn v. M&F Worldwide Corporation (MFW) — a case examining the standard of...more

Successful Two-Step Tender Offer has the Same Revlon Cleansing Effect as a Stockholder Vote

Stinson - Corporate & Securities Law Blog on 7/5/2016

The plaintiffs in In Re Volcano Corp. Stockholder Litigation were former public stockholders of a company that was acquired for $18 per share in an all-cash merger. Just five months prior, the target company had declined an...more

Chancery Court Provides Lessons on Conflicts of Interest in a Sales Process – Holds Only Financial Advisor Open to Liability

Cadwalader, Wickersham & Taft LLP on 10/14/2015

In an October 1st decision (In re Zale Corporation), the Delaware Chancery Court dismissed claims that Zale Corporation’s directors breached their fiduciary duties in connection with Zale’s agreement to merge with Signet. ...more

Delaware Supreme Court Addresses Novel Controlling-Stockholder Claim and Clarifies Effect of a Fully Informed, Uncoerced...

Eversheds Sutherland (US) LLP on 10/9/2015

The Delaware Supreme Court recently issued an opinion, captioned Corwin v. KKR Financial Holdings LLC, that sheds further light on when a stockholder owning less than 50% of the voting power of a company may be deemed a...more

M&A Update: Fully Informed Vote of Disinterested Stockholders Results in Business Judgment Rule Protection in Post-Closing Review...

Cadwalader, Wickersham & Taft LLP on 10/6/2015

In an October 2, 2015 decision, Corwin, et al. v. KKR Financial Holdings LLC., et al., the Delaware Supreme Court clarified that once a merger closes, as long as it has been approved by a fully informed vote of the...more

Delaware Supreme Court Rejects Presumption of Disloyalty for Independent Directors

Carlton Fields on 6/25/2015

Public companies incorporated in Delaware frequently adopt a charter provision, pursuant to 8 Del. C. § 102(b)(7), that insulates their directors from monetary damages for breaches of the fiduciary duty of care. Those...more