Cracking the Corwin Conundrum and Other Mysteries Regarding Shareholder Approval of Mergers and Acquisitions

42 Pages Posted: 13 Oct 2018

See all articles by Franklin A. Gevurtz

Franklin A. Gevurtz

University of the Pacific - McGeorge School of Law

Date Written: September 19, 2018

Abstract

This article responds to the Delaware Supreme Court’s important decision in Corwin v. KKR Financial Holdings, which declared that an informed and un-coerced shareholder vote in favor of a merger should lead courts to look skeptically at claims that directors breached their fiduciary duty in making the deal. The article will address the unintended consequences, unanswered questions and outright conundrum created by Corwin. The article’s central insight is that courts need to understand what shareholder approval is really telling us in light of the limited choice that shareholders have in front of them when voting on a proposed merger.

Keywords: Merger litigation, shareholder approval

Suggested Citation

Gevurtz, Franklin A., Cracking the Corwin Conundrum and Other Mysteries Regarding Shareholder Approval of Mergers and Acquisitions (September 19, 2018). Available at SSRN: https://ssrn.com/abstract=3252264 or http://dx.doi.org/10.2139/ssrn.3252264

Franklin A. Gevurtz (Contact Author)

University of the Pacific - McGeorge School of Law ( email )

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Sacramento, CA 95817
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