United States:
Business Judgment Standard Applied In Merger Following Corwin Decision
02 November 2015
Fox Rothschild LLP
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In the recent decision of In re Zale Corporation Stockholders
Litigation, C.A. No. 9388-VCP (Del. Ch. Oct. 29, 2015),
the Court of Chancery reversed its prior decision in the same case
as a result of the Delaware Supreme Court’s decision, Corwin, et al. v. KKR Financial Holdings LLC,
et al., C.A. No. 629, 2014 (Del. Oct. 2, 2015). The
Corwin decision held that the business
judgment standard of review applies when a merger is approved by a
disinterested board and a majority of the fully informed
stockholders. Under the reasoning of Corwin, the Court of Chancery found that
the Board’s actions were not grossly negligent.
The content of this article is intended to provide a general
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about your specific circumstances.
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