X

Thank you for sharing!

Your article was successfully shared with the contacts you provided.
P. Clarkson Collins Jr. of Morris James. P. Clarkson Collins Jr. of Morris James.

The Delaware Supreme Court decision in Corwin and its progeny established a powerful defense to stockholder challenges of a corporate transaction: in the absence of a controlling stockholder that extracted personal benefits, disinterested stockholder approval of a transaction has the effect of providing review under the irrebuttable business judgement rule.  In Garfield v. BlackRock Mortgage Ventures, (Del. Ch. Dec. 20, 2019), the plaintiff asserted an entire fairness claim in connection with the reorganization of a mortgage services company that allegedly involved two stockholders forming a control group that exercised effective control over a Reorganization from which they benefited. At the pleading stage the Delaware Court of Chancery found the allegations of a control group sufficient to preclude a Corwin defense, even though there was no formal agreement between the stockholders or a full alignment of interests.

This premium content is locked for
Delaware Business Court Insider subscribers only.

*May exclude premium content
Already have an account?
Interested in customizing your subscription with Law.com All Access?
Contact our Sales Professionals at 1-855-808-4530 or send an email to groupsales@alm.com to learn more.

Law Firms Mentioned

 

Health Care Fraud: Enforcement and ComplianceBook

Health Care Fraud: Enforcement and Compliance is the most complete, essential and up-to-date guide for criminal and civil lawyers, law enforcement officials, health...

Get More Information
 

America's Claims Executive (ACE) 2020Event

ACE Leadership Forum & Expo is the annual conference for Senior Claims Executives in Insurance organizations.

Get More Information
 

SuperConference 2020Event

SuperConference is the premier forum for informing, advancing and inspiring today s General Counsel from Fortune 1000 Companies.

Get More Information
 

SuperConference 2020Event

SuperConference is the premier forum for informing, advancing and inspiring today s General Counsel from Fortune 1000 Companies.

Get More Information
 

SuperConference 2020Event

SuperConference is the premier forum for informing, advancing and inspiring today s General Counsel from Fortune 1000 Companies.

Get More Information
 

General Counsel Summit (GCS) 2020Event

General Counsel Summit is the premier event for in-house counsel, hosting esteemed legal minds from all sectors of the economy.

Get More Information
 

General Counsel Summit (GCS) 2020Event

General Counsel Summit is the premier event for in-house counsel, hosting esteemed legal minds from all sectors of the economy.

Get More Information
 

General Counsel Summit (GCS) 2020Event

General Counsel Summit is the premier event for in-house counsel, hosting esteemed legal minds from all sectors of the economy.

Get More Information
 

Banking Litigation & Regulation Forum 2020Event

Delivers the key insights and practical solutions to acutely address the complex minefield of UK banking litigation & regulation.

Get More Information
 
 

ALM Legal Publication Newsletters

Sign Up Today and Never Miss Another Story.

As part of your digital membership, you can sign up for an unlimited number of a wide range of complimentary newsletters. Visit your My Account page to make your selections. Get the timely legal news and critical analysis you cannot afford to miss. Tailored just for you. In your inbox. Every day.

Copyright © 2020 ALM Media Properties, LLC. All Rights Reserved.