Corwin v. KKR Financial Holdings, LLC
Delaware Supreme Court
125 A.3d 304 (2015)
Relevant factsFree
KKR (a less-than-1-percent stockholder with no board appointment power or veto rights over Financial Holdings, the defendant) acquired all of Financial Holdings' stock in a merger approved by a vote of fully informed, uncoerced, disinterested stockholders; Corwin and other stockholders (plaintiffs) sued seeking entire-fairness review on the theory that KKR was a controlling stockholder due to its affiliate's management role, and the Chancery Court dismissed on the ground that KKR wasn't actually a controlling stockholder.
IssueFree
Whether the vote of fully informed, uncoerced, disinterested stockholders to approve a transaction invokes the business-judgment rule.
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