Mergers & Acquisitions

Corwin's Outer Boundaries: No 'Massive Eraser'

, New York Law Journal


Jack Jacobs and Christopher Barbuto write: 'Corwin' held that a post-closing claim for damages arising out of a merger not governed ab initio by the entire fairness standard will be reviewed under the business judgment rule, if the merger was “approved by a fully informed, uncoerced majority of the disinterested stockholders.” They review the latest, and highly significant, post-'Corwin' contribution to the issue: 'In re Massey'.

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