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Dismissals Entire Fairness Standard

A&O Shearman

Delaware Court Of Chancery Applies Corwin To Dismiss Breach Of Fiduciary Duty Claims, Finding Allegations Of A Controlling...

A&O Shearman on

On March 20, 2019, Chancellor Andre G. Bouchard of the Delaware Court of Chancery dismissed class action claims asserted by former shareholders of NCI, Inc. against its former directors for breach of fiduciary duty in...more

Morris James LLP

Delaware Supreme Court Affirms 'MFW' Dismissal; Clarifies Ab Initio Requirement

Morris James LLP on

In 2014, the Delaware Supreme Court in Kahn v. MFW held that the business judgment standard could apply to review of a controlling stockholder merger if at the outset the controlling stockholder conditioned the squeeze-out...more

Perkins Coie

In re Martha Stewart Living Omnimedia, Inc. Stockholder Litigation: MFW Provides Recipe for Protecting One-Sided Controller...

Perkins Coie on

In its opinion in In re Martha Stewart Living Omnimedia, Inc. Stockholder Litigation,[1] issued in August 2017, the Delaware Chancery Court addressed a question left open under Kahn v. M&F Worldwide Corp.[2] (MFW)—namely,...more

A&O Shearman

Delaware Chancery Court Upholds Fiduciary Duty Breach Claims Regarding Self-Tender Against Controlling Stockholder Group And...

A&O Shearman on

On July 24, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery denied a motion to dismiss former stockholders’ claims for breach of fiduciary duty brought in connection with a self-tender by R. L. Polk...more

Skadden, Arps, Slate, Meagher & Flom LLP

"After Corwin, Court of Chancery Provides Additional Guidance on Application of Business Judgment Rule to Post-Closing Damages...

As previously reported in Insights: The Delaware Edition, the Delaware Supreme Court’s landmark decision in Corwin v. KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015) articulated a new defendant-friendly rule for...more

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