Delaware Business Litigation Report

Delaware Supreme Court Resolves KKR-Gantler Confusion

Corwin v. KKR Financial  Holdings LLC, No. 629, 2014 (October 2, 2015)

There has been some debate about the effect of an approval by a majority of a company’s stockholders of a transaction with an unrelated third party - does that invoke the Business Judgment Rule? The question arose over different interpretations of two Supreme Court decisions in the Gantler and other KKR cases. This decision settles the debate by firmly holding that majority stockholder approval does invoke the BJR standard of review at least when the stockholders are fully informed.

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