Delaware Business Litigation Report

Court Of Chancery Dismisses Post-Closing Claims Under Corwin

In re OM Group Inc. Stockholders Litigation, C.A. 11216-VCS (October 12, 2016)

Under the recent Corwin decision, a fully-informed vote by uncoerced and disinterested stockholders to approve a merger invokes the business judgment rule and effectively precludes almost any claim the merger was improper.  This decision does a very good job of explaining when proxy disclosures are adequate to invoke Corwin.  Here, the alleged disclosure violations concerned (i) information regarding a competing bid, (ii) potential conflicts involving one director, and (iii) the banker’s compensation and potential conflicts.

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