In the now-familiar case, Corwin v. KKR Financial Holdings, 125 A.3d 304, 305-06 (Del. 2015), the Delaware Supreme Court affirmed the Court of Chancery’s holding “that the business judgment rule is invoked as the appropriate standard of review for a post-closing damages action when a merger that is not subject to the entire fairness standard of review has been approved by a fully informed, uncoerced majority of the disinterested stockholders.”

In In re Columbia Pipeline Group Stockholder Litigation, C.A. No. 12152-VCL, transcript (Del. Ch. Sept. 6, 2016), the stockholder plaintiffs argued that they should be allowed to take discovery to support their post-merger disclosure claims because, they argued, the defendants should have the burden to show that a stockholder vote was fully informed in order to secure the benefit of the business judgment rule under Corwin. The plaintiffs argued that “we are in a brave new world” following Corwin, that “abuse” of disclosure settlements has added a “taint” to plaintiffs’ ability to get pre-closing discovery, and that it was “a question of first impression” whether such post-closing discovery should be allowed. They argued that Corwin was “devastating” to the plaintiffs’ bar and that the court should provide “balance” to Corwin by requiring defendants to bear the burden of showing that a stockholder vote was fully informed.

This content has been archived. It is available through our partners, LexisNexis® and Bloomberg Law.

To view this content, please continue to their sites.

Not a Lexis Subscriber?
Subscribe Now

Not a Bloomberg Law Subscriber?
Subscribe Now

Why am I seeing this?

LexisNexis® and Bloomberg Law are third party online distributors of the broad collection of current and archived versions of ALM's legal news publications. LexisNexis® and Bloomberg Law customers are able to access and use ALM's content, including content from the National Law Journal, The American Lawyer, Legaltech News, The New York Law Journal, and Corporate Counsel, as well as other sources of legal information.

For questions call 1-877-256-2472 or contact us at [email protected]