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.
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