Chancery Court Finds Corwin Applicable to Third-Party Buyout of a Company Controlled by a Large Stockholder
Robert S. Reder | 72 Vand. L. Rev. En Banc 213 | English v. Narang | Chancery Court Finds Corwin Applicable to Third-Party Buyout of a Company Controlled by a Large Stockholder |
| The Chancery Court again considered the availability of a Corwin defense in connection with a third-party buyout of a company with a large stockholder. Plaintiffs alleged that the large stockholder, indisputably in control, pushed for the buyout to satisfy his need for immediate liquidity, a “unique benefit” not shared with others. Chancellor Andre G. Bouchard rejected plaintiffs’ allegations and, after determining that target stockholders were fully informed, granting pleading-stage dismissal to the defendant directors.