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Vanderbilt Law Review

Delaware Court Refuses to Invoke Corwin to “Cleanse” Alleged Director Misconduct Despite Stockholder Vote Approving Merger

Posted by on Thursday, August 31, 2017 in Delaware Corporate Law Bulletins, En Banc.

Delaware Court Refuses to Invoke Corwin to Cleanse Alleged Director Misconduct

ABSTRACT

Alleged material omissions in disclosures to stockholders lead court to deny defendant directors’ motion to dismiss; also addresses meaning of “coercion” in Corwin context

AUTHOR

Robert S. Reder

Robert S. Reder, Professor of the Practice of Law at Vanderbilt University Law School, has been serving as a consulting attorney at Milbank, Tweed, Hadley & McCloy LLP in New York City since his retirement as a partner in April 2011.