Kirkland M&A Update Kirkland & Ellis LLP

No Eruption – Delaware Supreme Court Upholds Volcano Decision Applying Corwin Doctrine to 251(h) Tender Offers

The Delaware Supreme Court in a one-sentence decision upholding the Chancery decision in Volcano provided welcome clarity on Delaware’s Corwin doctrine. In Corwin, the Supreme Court decided that the deferential business judgment rule should be the standard of review in post-closing damages cases in mergers (other than those subject to entire fairness review) that have been approved by a fully informed majority of disinterested stockholders.