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Email In its October 2015 decision in Corwin v. KKR Financial Holdings, LLC, the Delaware Supreme Court held that, under most circumstances, approval of a transaction by a majority of fully informed, uncoerced stockholders invokes deferential business-judgment-rule review, notwithstanding that absent such approval a heightened level of scrutiny would apply. https://www.cadwalader.com/resources/clients-friends-memos/a-24-stockholder-of-seller-and-sellers-board-must-face-fiduciary-duty-claims-due-to-flawed-sales-process-and-inadequate-merger-related-disclosures--another-merger-challenge-demonstrates-the-limits-of-corwin