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| corwin v. kkr financial: The Law and Finance of Related Party Transactions Luca Enriques, Tobias H. Tröger, 2019-06-27 This is a comprehensive look at the challenges legislators face in regulating related party transactions in a socially beneficial way. |
| corwin v. kkr financial: Macey on Corporation Laws Jonathan R. Macey, 1997-12-01 Macey on Corporation Laws brings together three major resources for analyzing and comprehending modern corporation law The American Bar Association's Model Business Corporation Act, The American Law Institute's Principles of Corporate Governance, and Delaware's highly sophisticated and respected General Corporation Law. Clear, expertly analyzed, authoritative, and uniquely insightful, this resource covers every vital area of corporate law, including: The process of incorporation Corporate powers and corporate purposes Rules relating to the structure of the Board of Directors Shares and distributions Voting trusts and voting agreements among shareholders Mergers Amendments to the Articles of Incorporation and Bylaws Changes to Model Business Corporation Act Amendments to Delaware General Corporation Law And much more Logically organized around the pertinent topics found in a standard state corporation statute, Macey on Corporation Laws is the ideal reference to consult when researching statutory construction, applicability, interpretation, and scope. Plus Macey on Corporation Law accompanying CD-ROM information package is the ideal research companion to your print volumes. |
| corwin v. kkr financial: Mergers, Acquisitions, and Buyouts, June 2022 Edition w/Letter (IL) Ginsburg & Levin, Rocap, |
| corwin v. kkr financial: Mergers, Acquisitions, and Buyouts MARTIN D. GINSBURG, Jack S. Levin, Donald E. Rocap, 2022-01-23 Mergers, Acquisitions, and Buyouts, December 2021 By Martin D. Ginsburg, Jack S. Levin, Donald E. Rocap When structuring mergers and acquisitions, there's only one way to be sure that you've thought of all the tax and legal consequences: rely on Martin D. Ginsburg, Jack S. Levin and Donald E. Rocap as you plan, develop, and execute your mergers and acquisitions strategy. In this gold-standard resource for mergers and acquisitions analysis and guidance--available as a five-volume print set, a bundle with the print and CD-ROM editions, or online--these expert practitioners offer you: * Solutions to real-life business merger problems as they arise in negotiations * Step-by-step analysis of typical and non-typical company buyout and company merger transactional permutations * Checklists, flow charts, and other at-a-glance mergers practice materials Whether you represent the buyer, the seller, or another interested party, you can go straight to a model M&A agreement that gives you: * A complete document structured to embody your client's M&A interests * Clauses addressing a wide variety of specific mergers and acquisitions situations * Specific language for even the smallest mergers and acquisitions variations you're likely to encounter * Includes CD-ROM containing Mergers, Acquisitions, and Buyouts: Sample Acquisition Agreements When it comes to companies buying other companies--particularly public company acquisitions--seemingly every transaction raises something unique, Mergers, Acquisitions, and Buyouts is recently updated with: * New step-by-step methods for structuring transactions, with tax, SEC, corporate, HSR, accounting and other mergers considerations * New table summarizing and contrasting terms of pro-buyer, pro-seller, and neutral stock & asset purchase agreements * Practical guidance based on the latest mergers and acquisition news and the most recent corporate acquisition developments * New mergers legislation, M&A regulations, rulings, and M&A litigation outcomes impacting M&A transactions as reflected in recent mergers and acquisitions Frequently asked questions covered in Mergers, Acquisitions, and Buyouts: * What are the tax considerations in our M&A transaction? * Are there recent deals or developments affecting our M&A transaction? * How do we handle unwanted assets? * How do we handle reorganizations that are solely for voting stock? * What are the tax aspects of LBO structuring and financing? * What should we be taking into consideration regarding management compensation? * How do you execute a mergers and acquisitions strategy using Partnership, LLC, or REIT? |
| corwin v. kkr financial: Mergers, Acquisitions, and Buyouts, June 2023 Edition Ginsburg, Levin, Rocap, |
| corwin v. kkr financial: Mergers, Acquisitions, and Buyouts, December 2023 Edition Ginsburg, Levin, Rocap, |
| corwin v. kkr financial: Mergers, Acquisitions, and Buyouts, May 2019 Edition Ginsburg & Levin, Rocap, 2019-06-24 When structuring mergers and acquisitions, there's only one way to be sure that you've thought of all the tax and legal consequences: rely on Martin D. Ginsburg, Jack S. Levin and Donald E. Rocap as you plan, develop, and execute your mergers and acquisitions strategy. In this gold-standard resource for mergers and acquisitions analysis and guidance--available as a five-volume print set, a bundle with the print and CD-ROM editions, or online--these expert practitioners offer you: - Solutions to real-life business merger problems as they arise in negotiations - Step-by-step analysis of typical and non-typical company buyout and company merger transactional permutations - Checklists, flow charts, and other at-a-glance mergers practice materials Whether you represent the buyer, the seller, or another interested party, you can go straight to a model M&A agreement that gives you: - A complete document structured to embody your client's M&A interests - Clauses addressing a wide variety of specific mergers and acquisitions situations - Specific language for even the smallest mergers and acquisitions variations you're likely to encounter - Includes CD-ROM containing Mergers, Acquisitions, and Buyouts: Sample Acquisition Agreements When it comes to companies buying other companies--particularly public company acquisitions--seemingly every transaction raises something unique, Mergers, Acquisitions, and Buyouts is recently updated with: - New step-by-step methods for structuring transactions, with tax, SEC, corporate, HSR, accounting and other mergers considerations - New table summarizing and contrasting terms of pro-buyer, pro-seller, and neutral stock & asset purchase agreements - Practical guidance based on the latest mergers and acquisition news and the most recent corporate acquisition developments - New mergers legislation, M&A regulations, rulings, and M&A litigation outcomes impacting M&A transactions as reflected in recent mergers and acquisitions Previous Edition: Mergers, Acquisitions, and Buyouts, December 2018: Five-Volume Print Set, ISBN: 10045579-0004 |
| corwin v. kkr financial: Mergers, Acquisitions, and Buyouts, December 2018 Edition (5 vols) (IL) Ginsburg & Levin, Rocap, 2018-12-21 When structuring mergers and acquisitions, there's only one way to be sure that you've thought of all the tax and legal consequences: rely on Martin D. Ginsburg, Jack S. Levin and Donald E. Rocap as you plan, develop, and execute your M&A strategy. In this publication, these expert practitioners offer you: Solutions to real-life M&A problems as they arise in negotiations Step-by-step analysis of typical and non-typical mergers transactional permutations Checklists, flow charts, and other at-a-glance mergers practice materials Whether you represent the buyer, the seller, or another interested party, you can go straight to a model M&A agreement that gives you: A complete document structured to embody your client's M&A interests Clauses addressing a wide variety of specific mergers situations Specific language for even the smallest mergers and acquisitions variations you're likely to encounter Includes CD-ROM containing Mergers, Acquisitions, and Buyouts: Sample Acquisition Agreements Mergers, Acquisitions, and Buyouts is recently updated with: New step-by-step methods for structuring transactions, with tax, SEC, corporate, HSR, accounting and other mergers considerations New table summarizing and contrasting terms of pro-buyer, pro-seller, and neutral stock & asset purchase agreements New mergers legislation, M&A regulations, rulings, and court decisions impacting M&A transactions Previous Edition: Mergers, Acquisitions, and Buyouts, April 2018: Five-Volume Print Set, ISBN 9781454899341¿ |
| corwin v. kkr financial: Mergers, Acquisitions, and Buyouts, November 2019 Edition Ginsburg & Levin, Rocap, 2019-12-19 When structuring mergers and acquisitions, there's only one way to be sure that you've thought of all the tax and legal consequences: rely on Martin D. Ginsburg, Jack S. Levin and Donald E. Rocap as you plan, develop, and execute your mergers and acquisitions strategy. In this gold-standard resource for mergers and acquisitions analysis and guidance--available as a five-volume print set, a bundle with the print and CD-ROM editions, or online--these expert practitioners offer you: - Solutions to real-life business merger problems as they arise in negotiations - Step-by-step analysis of typical and non-typical company buyout and company merger transactional permutations - Checklists, flow charts, and other at-a-glance mergers practice materials Whether you represent the buyer, the seller, or another interested party, you can go straight to a model M&A agreement that gives you: - A complete document structured to embody your client's M&A interests - Clauses addressing a wide variety of specific mergers and acquisitions situations - Specific language for even the smallest mergers and acquisitions variations you're likely to encounter - Includes CD-ROM containing Mergers, Acquisitions, and Buyouts: Sample Acquisition Agreements When it comes to companies buying other companies--particularly public company acquisitions--seemingly every transaction raises something unique, Mergers, Acquisitions, and Buyouts is recently updated with: - New step-by-step methods for structuring transactions, with tax, SEC, corporate, HSR, accounting and other mergers considerations - New table summarizing and contrasting terms of pro-buyer, pro-seller, and neutral stock & asset purchase agreements - Practical guidance based on the latest mergers and acquisition news and the most recent corporate acquisition developments - New mergers legislation, M&A regulations, rulings, and M&A litigation outcomes impacting M&A transactions as reflected in recent mergers and acquisitions Previous Edition: Mergers, Acquisitions, and Buyouts, May 2019: Five-Volume Print Set, ISBN: 9781543811414 |
| corwin v. kkr financial: Commentaries and Cases on the Law of Business Organization William T. Allen, Reinier Kraakman, Vikramaditya S. Khanna, 2021-01-31 The purchase of this ebook edition does not entitle you to receive access to the Connected eBook with Study Center on CasebookConnect. You will need to purchase a new print book to get access to the full experience, including: lifetime access to the online ebook with highlight, annotation, and search capabilities; practice questions from your favorite study aids; an outline tool and other helpful resources. Extraordinary authorship adds a unique real-world perspective to Commentaries and Cases on the Law of Business Organization. Logical and flexible organization allows for chapters to be taught in any order to accommodate alternative teaching approaches. Rich commentary in the form of explanatory notes facilitates teaching and understanding. Careful case selection and editing presents both classic and important recent cases and an economic-analysis perspective is made accessible through clear and consistent explanatory text. Examples, hypotheticals, and diagrams illustrate conceptual and theoretical models. The text can easily be used in any Business Organization course with a focus on corporate law. New to the Sixth Edition: Extensively revised Chapter on rise of alternative business entities (e.g., LLCs, LPs) and case law pertaining to them such as Dieckman and Miller). Also, we discuss implications of greater contractualization of fiduciary duties in business entities – a theme repeated in numerous places throughout the book. Extensively revised and updated Chapter on corporate voting discussing the impact of institutional investors and asset managers (alternatively hedge funds and index funds); the new SEC rules on proxy advisory firms and shareholder proposals; and the growth of ESG related proposals. Updated and revised discussion on the duty of loyalty, corporate purpose, and the rise of public benefit corporations. Updated and revised discussions in a number of Chapters including on developments related to Caremark duties and compliance programs (e.g., the Marchand decision); Creditor protection; basic finance and valuation; judicial review of executive compensation (e.g., Investors Bancorp); regulation of shareholder litigation (e.g., Trulia; Sciabacucci); insider trading (e.g., Salman, Martoma, and Dozorkho) and fraud on the market. Extensively revised and updated Chapter on Mergers & Acquisitions discussing the rise of deal litigation, appraisal actions, and fair value determinations (e.g., Dell; Aruba; Jarden) along with developments in fiduciary duty class actions related to freeze out mergers under M.F. Worldwide such as Synutra. Extensively revised and updated Chapter on Corporate Control Contests including discussion of Corwin and its progeny including Morrison and PLX. Professors and student will benefit from: Extensive commentary, particularly on Delaware corporate law but also including references to the law in other states and foreign jurisdictions. A coherent conceptual structure, which emphasizes the unique characteristics of fiduciary law as well the basic agency conflicts that underlie corporate law. Tightly edited cases, which make for brief but concentrated reading assignments, together with focused discussion questions. Teaching materials Include: Teacher’s Manual The Teacher’s Manual includes detailed guidance for structuring the course, case analyses, and answers to questions raised in the book. PowerPoint Slides |
| corwin v. kkr financial: Representing Corporate Officers, Directors, Managers, and Trustees Marc J. Lane, 2010-09-17 As a result of numerous recent corporate and accounting scandals, corporate officers, directors, managers, and trustees now face a host of new problemsand—ranging from a blizzard of new legislation, rules, and responsibilitiesand—to increased SEC oversight, new NYSE and NASDAQ listing standards, new fiduciary and other duties, and crushing new criminal penalties. Representing Corporate Officers, Directors, Managers, and Trustees tells you what to look for...what to look out for...and what steps to take to protect your corporate clients in todayand’s harsh regulatory environment. Itand’s the only up-to-date work of its kind to offer both in-depth analysis and practical guidance on every key aspect of this critically important area. This completely updated Second Edition thoroughly covers: Directorsand’ duty of careand— including the different standards which have been imposed on directors regarding the duty of care...the duty of loyalty...the business judgment rule... when directors are entitled to rely on the advice of others...improperly influencing audits under the Sarbanes-Oxley Act... improper distributions...and more. Conflicts of interestand—with examples of conflict of interest transactions, and discussion of loans to or by directors and officers...secret profits...and the duty to safeguard confidential or inside informationand— plus, how certain transactions considered improper can be ratified and thus become legitimate. Federal securities lawsand—including everything from overviews of the laws, the SEC, and securities themselvesand— to jurisdiction, pleading, remedies, and defenses in securities cases... the new criminal penalties...and attorneysand’ responsibilities regarding liability under Sarbanes-Oxley. Indemnification and insuranceand— with discussion of mandatory and permissive indemnification and the scope of indemnification in various states... when a director may be indemnified even if not wholly successful in defense of anaction...directorsand’ and officersand’ liability insurance...types and extent of insurance coverage...tax law treatment...and exclusions. Tender offersand—including antitakeover measures, two-tier and squeeze-out mergers, and golden parachute agreements, poison pill plans, and greenmail...potential liability in tender offers...and implementing mergers and acquisitions, with securities law, antitrust, tax, accounting, and labor law considerations. |
| corwin v. kkr financial: Representing Corporate Officers and Directors and LLC Managers [formerly Representing Corporate Officers, Directors, Managers, and Trustees], 3rd Edition Lane, 2018-12-19 Representing Corporate Officers and Directors and LLC Managers, Third Edition (formerly titled Representing Corporate Officers, Directors, Managers, and Trustees) is a guide to the practical aspects of corporate governance for attorneys, corporate officers and directors, LLC managers, and trustees. Following the repercussions of past corporate and accounting scandals, new legislation, rules, and standards by governmental bodies and society have greatly increased the focus on the responsibilities and liabilities of directors, officers, managers, and trustees. Increased SEC oversight, new NYSE and NASDAQ listing standards, new cybersecurity compliance guidance, new fiduciary and other duties, and new criminal penalties have all changed the landscape for those who control corporations. By logically laying out the steps to safe corporate governance, the analysis, cases, tables, and checklists guide the veteran and neophyte alike. Representing Corporate Officers and Directors and LLC Managers tells you what to look for...what to look out for...and what steps to take to protect your corporate clients in today's harsh regulatory environment. It's the only up-to-date work of its kind to offer both in-depth analysis and practical guidance on key aspects of this critically important area. This updated Third Edition thoroughly covers: Directors' duties of care and loyalty-- including the different standards which have been imposed on directors regarding the duty of care...the duty of loyalty...the business judgment rule... when directors are entitled to rely on the advice of others...improperly influencing audits under the Sarbanes-Oxley Act... improper distributions...and more. Conflicts of interest--with examples of conflict of interest transactions, and discussion of loans to or by directors and officers...secret profits...and the duty to safeguard confidential or inside information-- plus, how certain transactions considered improper can be ratified and thus become legitimate. Federal securities laws--including everything from overviews of the laws, the SEC, and securities themselves-- to jurisdiction, pleading, remedies, and defenses in securities cases... criminal penalties...and attorneys' responsibilities regarding liability under Sarbanes-Oxley. Indemnification and insurance-- with discussion of mandatory and permissive indemnification and the scope of indemnification in various states... when a director may be indemnified even if not wholly successful in defense of an action...directors' and officers' liability insurance...types and extent of insurance coverage...tax law treatment...and exclusions. Tender offers--including antitakeover measures, two-tier and squeeze-out mergers, and golden parachute agreements, poison pill plans, and greenmail...potential liability in tender offers...and implementing mergers and acquisitions, with securities law, antitrust, tax, accounting, and labor law considerations. |
| corwin v. kkr financial: Research Handbook on Fiduciary Law D. Gordon Smith, Andrew S. Gold, The Research Handbook on Fiduciary Law offers specially commissioned chapters written by leading scholars and covers a wide range of important topics in fiduciary law. Topical contributions discuss: various fiduciary relationships; the duty of loyalty and other fiduciary obligations; fiduciary remedies; the role of equity; the role of trust; international and comparative perspectives; and public fiduciary law. This Research Handbook will be of interest to readers concerned with both theory and practice, as it incorporates significant new insights and developments in the field. |
| corwin v. kkr financial: Cases and Materials on Business Entities Eric A. Chiappinelli, 2018-03-30 Intended for the basic course in Business Organizations, Cases and Materials on Business Entities encompasses corporations, agency, partnership, and LLCs. Its extended coverage of alternative business entities distinguishes it from the more limited corporations-focused coverage of many business organizations texts. The author includes elaborate problems designed to help students become practice-ready as well as enhanced coverage of LLCs and principal cases that were decided within the last 20 years. The recipient of numerous teaching awards and a former clerk at the California Supreme Court and the U.S. District court, author Eric Chiappinelli has taught, written, and practiced extensively in business entities, corporate law, securities regulation, and civil procedure. Key Features: Over 20 new cases, including Shawe v. Elting (Del. 2017). All principal cases are less than 20 years old. Corporation chapters reflect MBCA (2016), and Partnership materials reflect UPA (2013). LLC chapter has been revised and updated. New materials on ultra vires and ultimate beneficiaries. New discussion of DGCL §§ 204 and 205 and MBCA (2016) Subchapter E (ratifying defective acts) New real-life examples: Kate Spade acquired by Coach and Toys “R” Us bankruptcy. |
| corwin v. kkr financial: Folk Fundamentals, 2021 Edition Welch, Saunders, Voss, Land, 2020-12-30 For quick access to Delaware Corporation Law when you're away from the office, here's a handy portable version of Folk you can easily carry to court in your briefcase. Adapted from the major 4-volume analysis of the Delaware General Corporation Law the Delaware Limited Liability Company Act that is constantly cited by courts and relied upon daily by corporate lawyers everywhere, Folk Fundamentals gives you: The complete text of the Delaware General Corporation Law The complete text of the Delaware Limited Liability Company Act The essential and most commonly used analytic elements of the larger set's commentary Take this convenient one-volume softcover distillation any place you need to refer to Folk on the spot. Organized for Quick and Easy Reference! Following the unique and convenient organizational format of the 4-volume set, Folk Fundamentals provides annotated commentary with each section of the statutes. Each section's commentary incorporates discussion of every significant court decision (including non-Delaware cases) that interprets the language and intent of that section, and adds the incisive analysis of Folk and his successor authors. This expert commentary synthesizes statutes, cases, and analysis into clear, up-to-date guidance that can be put to immediate use in any business activity or situation affected by Delaware Corporation Law or the Delaware Limited Liability Company Act. With Folk Fundamentals, you'll be able to: Locate any provision of the Delaware General Corporation Law--quickly Locate any provision of the Delaware Limited Liability Company Act--quickly Quote directly from the statutes or commentary in the office or the courtroom Support or counter arguments with Folk's proven analysis |
| corwin v. kkr financial: Comparative Corporate Governance Afra Afsharipour, Martin Gelter, 2021-06-25 This research handbook provides a state-of-the-art perspective on how corporate governance differs between countries around the world. It covers highly topical issues including corporate purpose, corporate social responsibility and shareholder activism. |
| corwin v. kkr financial: Business Associations Lynn M. LoPucki, Andrew Verstein, 2020-09-17 Business Associations: A Systems Approach is the first Business Associations casebook organized by function (decision-making, finance, investor litigation, investment transfer, etc.) instead of by entity type (partnerships, corporations, LLCs, etc.). Functional organization avoids repetition and makes full coverage of corporations, partnerships, LLCs, and limited partnerships possible in a four-, or even three-, credit course. The systems approach is the basis for several successful casebooks in other fields, most notably LoPucki, Warren and Lawless’s Secured Transactions: A Systems Approach. The approach focuses on the actions of the lawyers, businesspeople, and government administrators who apply law rather than merely on abstract law. Business Associations: A Systems Approach provides hundreds of realistic, fact-rich problems in legal practice settings. Students apply their new knowledge of law and how the systems work to advise hypothetical clients. The cases are recent, heavily edited, and rarely longer than five pages. Professors and students will benefit from: Full coverage of agency, corporations, partnerships, LLCs, limited partnerships and the role of legal entities in society Tables, figures, photos, and one cartoon Fundamental documents for Facebook and a hypothetical LLC (BKG Catalina) and operating agreement, which are also integrated into the text and problems Cleanly edited, easy-to-read cases Recent cases that illustrate modern business practices and reflect current law Organization by function, which reduces the repetition required in organization by entity type Modular organization, allowing the chapters to be taught in any order An approach that any kind of entity could be made to work like any other. Other books teach what kinds of entities to use in what situations. Fact-rich, realistic problems in practice settings An introductory assignment that provides an overview of the course Clear and direct examples and explanations, free of jargon and idioms that cause difficulty for students from other cultures. Great for LL.M.s, MJSs and foreign J.D.s! A detailed glossary |
| corwin v. kkr financial: Business Organizations D. Gordon Smith, Cynthia A. Williams, 2018-09-25 Reflecting ongoing changes in the structure and regulation of modern business practice, Business Organizations: Cases, Problems, and Case Studies, Fourth Edition offers a unique combination of doctrine, problems, and case studies. Recent, high-interest cases are balanced against classic teaching chestnuts. Brief, innovative problems are used in combination with longer case studies. Recent Delaware Supreme Court decisions, updated case studies, and a strong website support a clear and sustained examination of the role and purview of the law in business transactions. New to the Fourth Edition: Recent Delaware Supreme Court and Chancery Court cases, including eBay v. Newmark; DFC Global v. Muirfield Value Partners; In re: Trulia; Kahn v. M&F Worldwide (MFW); Corwin v. KKR; and new parent/subsidiary vicarious liability cases New textual coverage of developing trends such as shareholder activism, exploding deal litigation and judicial efforts to reign it in, hedge fund appraisal arbitrage, and Public Benefit Companies Revised Uniform Partnership Act materials, as updated through 2013 Updated case studies and problems that consistently reinforce topical coverage Professors and students will benefit from: A discriminating selection of fresh cases and classic chestnuts In-depth coverage of how the law applies to modern business structures, (such as joint ventures, venture capital arrangements, franchises, and new limited liability business forms) as well as growth industries (such as computers, biotechnology, and telecommunications) Short problems after selected topics that give students practice applying the legal principles covered in that section Case studies styled on the B-school model that provide opportunities for in-depth analysis of the law in business transactions Hybrid entities treated in detail, including a separate chapter on limited liability companies |
| corwin v. kkr financial: Casenote Legal Briefs for Business Organizations Klein, Ramseyer, and Bainbridge Casenote Legal Briefs, 2022-08-09 After your casebook, a Casenote Legal Brief is your most important reference source for the entire semester. Expert case studies and analyses and quicknote definitions of legal terms help you prepare for class discussion. Here is why you need Casenote Legal Briefs to help you understand cases in your most difficult courses: Each Casenote includes expert case summaries, which include the black letter law, facts, majority opinion, concurrences, and dissents, as well as analysis of the case. There is a Casenote for you! With dozens of Casenote Legal Briefs, you can find the Casenote to work with your assigned casebook and give you the extra understanding of all cases Casenotes in 1L subjects include a Quick Course Outline to help you understand the relationships between course topics. |
| corwin v. kkr financial: Mergers, Acquisitions, and Corporate Restructurings Patrick A. Gaughan, 2017-11-27 The essential M&A primer, updated with the latest research and statistics Mergers, Acquisitions, and Corporate Restructurings provides a comprehensive look at the field's growth and development, and places M&As in realistic context amidst changing trends, legislation, and global perspectives. All-inclusive coverage merges expert discussion with extensive graphs, research, and case studies to show how M&As can be used successfully, how each form works, and how they are governed by the laws of major countries. Strategies and motives are carefully analyzed alongside legalities each step of the way, and specific techniques are dissected to provide deep insight into real-world operations. This new seventh edition has been revised to improve clarity and approachability, and features the latest research and data to provide the most accurate assessment of the current M&A landscape. Ancillary materials include PowerPoint slides, a sample syllabus, and a test bank to facilitate training and streamline comprehension. As the global economy slows, merger and acquisition activity is expected to increase. This book provides an M&A primer for business executives and financial managers seeking a deeper understanding of how corporate restructuring can work for their companies. Understand the many forms of M&As, and the laws that govern them Learn the offensive and defensive techniques used during hostile acquisitions Delve into the strategies and motives that inspire M&As Access the latest data, research, and case studies on private equity, ethics, corporate governance, and more From large megadeals to various forms of downsizing, a full range of restructuring practices are currently being used to revitalize and supercharge companies around the world. Mergers, Acquisitions, and Corporate Restructurings is an essential resource for executives needing to quickly get up to date to plan their own company's next moves. |
| corwin v. kkr financial: Research Handbook on Mergers and Acquisitions Claire A. Hill, Steven Davidoff Solomon, 2016-09-30 Global in scope and written by leading scholars in the field, the Research Handbook on Mergers and Acquisitions is a modern-day survey of the state of M&A. Its chapters explore the history of mergers and acquisitions and also consider the theory behind the structure of modern transaction documentation. The book also address other key M&A issues, such as takeover defenses; judges and practitioners' perspectives on litigation; the appraisal remedy and other aspects of Federal and state law, as well as M&A considerations in the structure of start-ups. This Handbook will be an invaluable resource for scholars, practitioners, judges and legislators. |
| corwin v. kkr financial: Folk on the Delaware General Corporation Law, 7th Edition Welch, Saunders, Voss, and Land, |
| corwin v. kkr financial: Mergers and Acquisitions Robert B. Thompson, 2022-01-31 The Fourth Edition of Mergers and Acquisitions: Law and Finance, written by Robert B. Thompson, a leading scholar and teacher in the field, equips students with the legal rules and economic and financial principles they will need to help clients make key strategic choices during an acquisition. Mergers and Acquisitions: Law and Finance offers up-to-date and rich, yet succinct, coverage with the perfect mix of theory and practice. New to the Fourth Edition: The 2021 anti-activist poison pill case (In re The Williams Company) Linking the introduction to tender offers in Chapter 3 as an anomaly to Delaware’s preferred approach to trust governance to directors setting the stage for Chapter 5 and the judicial acceptance of poison pills to address that anomaly Revising the presentation of Blasius as initially providing a necessary supplement to Unocal, but evolving into a rule that is “rarely” applied Akorn as illustrating the Delaware Chancery Court’s increasing case load of complex commercial cases in takeovers (as opposed to governance fights between shareholders and directors) Professors and students will benefit from: Stellar authorship Rich but accessible coverage of valuation Notes following each case that explain the legal and business reasoning for “The Deal” Materials on insider trading, poison pill, deal protection devices, activist shareholders |
| corwin v. kkr financial: Folk on the Delaware General Corporation Law: Fundamentals, 2016 Edition By Edward P. Welch, Robert S. Saunders, Allison L. Land, Jennifer C. Voss, Andrew J. Turezyn, 2015-12-23 For quick access to Delaware Corporation Law when youand’re away from the office, hereand’s a handy portable version of Folk you can easily carry to court in your briefcase. Adapted from the major 3-volume analysis of Delaware Corporation Law that is constantly cited by courts and relied upon daily by corporate lawyers everywhere, Folk Fundamentals gives you: The complete text of the Delaware General Corporation Law The essential and most commonly used analytic elements of the larger setand’s commentary Take this convenient one-volume softcover and“distillationand” any place you need to refer to Folk on the spot. Organized for Quick and Easy Reference! Following the unique and convenient organizational format of the 3-volume set, Folk Fundamentals provides annotated commentary with each section of the statute. Each sectionand’s commentary incorporates discussion of every significant court decision (including non-Delaware cases) that interprets the language and intent of that section, and adds the incisive analysis of Folk and his successor authors. This expert commentary synthesizes statute, cases, and analysis into clear, up-to-date guidance that can be put to immediate use in any business activity or situation affected by Delaware Corporation Law . With Folk Fundamentals, youand’ll be able to: Locate any provision of Delaware Corporation Lawand—quickly Quote directly from the statute or commentary in the office or the courtroom Support or counter arguments with Folkand’s proven analysis |
| corwin v. kkr financial: Folk on the Delaware general corporation law Edward P. Welch, 2006 |
| corwin v. kkr financial: Folk Fundamentals, 2020 Edition Welch, Saunders, Voss, Land, 2019-12-16 For quick access to Delaware Corporation Law when you're away from the office, here's a handy portable version of Folk you can easily carry to court in your briefcase. Adapted from the major 4-volume analysis of the Delaware General Corporation Law the Delaware Limited Liability Company Act that is constantly cited by courts and relied upon daily by corporate lawyers everywhere, Folk Fundamentals gives you: The complete text of the Delaware General Corporation Law The complete text of the Delaware Limited Liability Company Act The essential and most commonly used analytic elements of the larger set's commentary Take this convenient one-volume softcover distillation any place you need to refer to Folk on the spot. Organized for Quick and Easy Reference! Following the unique and convenient organizational format of the 4-volume set, Folk Fundamentals provides annotated commentary with each section of the statutes. Each section's commentary incorporates discussion of every significant court decision (including non-Delaware cases) that interprets the language and intent of that section, and adds the incisive analysis of Folk and his successor authors. This expert commentary synthesizes statutes, cases, and analysis into clear, up-to-date guidance that can be put to immediate use in any business activity or situation affected by Delaware Corporation Law or the Delaware Limited Liability Company Act. With Folk Fundamentals, you'll be able to: Locate any provision of the Delaware General Corporation Law--quickly Locate any provision of the Delaware Limited Liability Company Act--quickly Quote directly from the statutes or commentary in the office or the courtroom Support or counter arguments with Folk's proven analysis |
| corwin v. kkr financial: Corporations and Other Business Associations Charles R.T. O'Kelley, Robert B. Thompson, Dorothy S. Lund, 2021-11-01 Sophisticated yet accessible, Corporations and Other Business Associations: Cases and Materials balances economic and legal theory with a flexible organization, popular case selection, and engaging problems. Current users will recognize a familiar format with creative updates. New users will recognize a casebook easily adaptable for use in a typical Corporations or Business Associations course, ranging in length from three to five credit hours, and providing ample material from which an instructor may choose how much emphasis to give to particular topics. New to the Ninth Edition: O’Kelley and Thompson are excited to welcome Dorothy Lund as a co-author. Chapter 3 now ends with a set of four very teachable shareholder governance cases capturing the current state of play in public corporations. Chapter 4 blends new presentation of corporate purpose with revised discussion of benefit corporations, has emphasis on Directors’ monitoring responsibilities, and includes the Delaware Supreme Court opinions in Marchand v. Barnhill and the Walt Disney Shareholder Litigation (newly edited in response to user interest). Chapter 4 also incorporates developments in derivative litigation popularly referred to as “thedeath ofAronson.” Chapter 6 continues its leading and innovative treatment of LLCs, adding two new cases – Obeid v. Hogan and Manere v. Collins. Chapter 8 includes the seminal appraisal case – DFC Global Corporation v. Muirfield Value Partners, L.P. – and notes regarding important subsequent cases. Chapters 9, 10, and 11 contain newly edited versions of several classic cases, and expanded coverage of user favorites, including Time v. Paramount, Moran v. Household Finance, and the Blasius case. Professors and students will benefit from: Balance of theory, cases, and problems in which law and economic theory enriches without dominating the focus of the book Carefully edited and selected cases— both classic and contemporary cases Excellent and ample problems explore practical applications of theory in the business world Flexible organization easily adapts to different teaching approaches Strongest book on LLCs/LLPs and other business associations |
| corwin v. kkr financial: Emanuel Law Outlines for Corporations Steven L. Emanuel, 2020-10-08 Any law school graduate will tell you that when picking your outline tool you need to pick the best because your outlines are the most important study tool you will use throughout your law school career. Developed by legendary study aid author Steve Emanuel, Emanuel® Law Outlines (ELOs) are the #1 outline choice among law students. An ELO ensures that you understand the concepts as you learn them in class and helps you study for exams throughout the semester. Here's why you need an ELO from your first day of class right through your final exam: ELOs help you focus on the concepts and issues you need to master to succeed on exams. They are easy to understand: Each ELO contains comprehensive coverage of the topics, cases, and black letter law found in your specific casebook, but is explained in a way that is understandable. The Quiz Yourself and Essay Q&A features help you test your knowledge throughout the semester. Exam Tips alert you to the issues and fact patterns that commonly pop up on exams. The Capsule Summary provides a quick review of the key concepts covered in the full Outline—perfect for exam review! |
| corwin v. kkr financial: The Oxford Handbook of Fiduciary Law Evan J. Criddle, Paul B. Miller, Robert H. Sitkoff, 2019-04-29 The Oxford Handbook of Fiduciary Law provides a comprehensive overview of critical topics in fiduciary law and theory through chapters authored by leading scholars. The Handbook opens with surveys of the many fields of law in which fiduciary duties arise, including agency law, trust law, corporate law, pension law, bankruptcy law, family law, employment law, legal representation, health care, and international law. Drawing on these surveys, the Handbook offers a synthetic analysis of fiduciary law's key concepts and principles. Chapters in the Handbook explore the defining features of fiduciary relationships, clarify the distinctive fiduciary duties that arise in these relationships, and identify the remedies available for breach of fiduciary duties. The volume also provides numerous comparative perspectives on fiduciary law from eminent legal historians and from scholars with deep expertise in a diverse array of the world's legal systems. Finally, the Handbook lays the groundwork for future research on fiduciary law and theory by highlighting cross-cutting themes, identifying persistent theoretical and practical challenges, and exploring how the field could be enriched through empirical analysis and interdisciplinary insights from economics, philosophy, and psychology. Unparalleled in its breadth and depth of coverage, The Oxford Handbook of Fiduciary Law represents an invaluable resource for practitioners, policymakers, scholars, and students in this essential field of law. |
| corwin v. kkr financial: Michigan Corporation Law & Practice, Revised Edition Moscow, 2020-12-17 Michigan Corporation Law & Practice is the authoritative research tool covering all aspects of Michigan corporate law and practice. It provides clear, reliable guidance to the laws, legislative history, and major case holdings. This complete guide provides a thorough background to the Michigan Business Corporation Act, including discussion of the process by which the corporate entity is created, governed, and ultimately terminated. The text also discusses the closely related Michigan Limited Liability Company Act. The 2021 revision of Michigan Corporation Law & Practice edits and updates the previous edition. Many sections are reorganized for clarity and accessibility. The text includes expanded coverage of limited liability companies. The revised edition reflects: Court decisions applying Michigan law to corporations and limited liability companies relating to: Shareholder oppression. Fiduciary duty. Derivative actions. Director duties. Interested director transactions. Valuation. Delaware developments relevant to Michigan law: Permitted charter and bylaw provisions. Fiduciary duties of directors. Fiduciary duties of limited liability company managers. Inspection of books and records. Appraisal rights. Internal affairs doctrine. Note: Online subscriptions are for three-month periods. |
| corwin v. kkr financial: Groups of Companies Rafael Mariano Manóvil, 2020-03-16 This book presents a comprehensive study on how twenty-three countries have approached the issue of company groups. In addition to detailed profiles of each country’s legislation, written by some of the most respected experts in the field, the book also presents a general overview and offers readers an in-depth, up-to-date and highly practical comparative analysis of the company group phenomenon in connection with national legal regimes. As such, the book is a must-read for all those seeking a deeper understanding of how company groups are viewed and regulated around the globe. |
| corwin v. kkr financial: Casenote Legal Briefs for Business Organizations Keyed to Allen and Kraakman Casenote Legal Briefs, 2021-07-01 After your casebook, a Casenote Legal Brief is your most important reference source for the entire semester. The series is trusted for its expert summary of the principal cases in your casebook. Its proven reliability makes Casenote Legal Briefs the most popular case brief series available. With more than 100 titles keyed to the current editions of major casebooks, you know you can find the help you need. The brief for each case saves you time and helps you retain important issues. Each brief has a succinct statement of the rule of law/black letter law, description of the facts, and important points of the holding and decision. Quicknotes are short definitions of the legal terms used at the end of each brief. Use the Glossary in the end of your text to define common Latin legal terms. Such an overview, combined with case analysis, helps broaden your understanding and supports you in classroom discussion. Each title is keyed to the current edition of a specific casebook; it s your trusted guide to the text throughout the semester. The brief for each principal case in the casebook saves you time and helps you retain important issues. Each brief has a succinct statement of the rule of law/black letter law, description of the facts, important points of the holding and decision, and concurrences and dissents included in the casebook excerpt. This overview is combined with a short analysis: all to help you broaden your understanding and support you in classroom discussion. Quicknotes at end of each brief give you short definitions of the legal terms used. A handy Glossary of common Latin words and phrases is included in every Casenote. Detailed instruction on how to brief a case is provided for you. A free Quick Course Outline accompanies all Casenote Legal Briefs in these course areas: Civil Procedure, Constitutional Law, Contracts, Criminal Law, Criminal Procedure, Evidence, Property, and Torts. |
| corwin v. kkr financial: Emanuel CrunchTime for Corporations and Other Business Entities Steven L. Emanuel, 2021-04-21 When it’s exam time you need the right information in the right format to study efficiently and effectively. Emanuel® CrunchTime is the perfect tool for exam studying. With flowcharts and capsule summaries of major points of law and critical issues, as well as exam tips for identifying common traps and pitfalls, sample exam and essay questions with model answers – you will be prepared for your next big test. Here's why you will need Emanuel® CrunchTime to help you ace your exams: Perfect for the visual learner: The flow charts walk you through a series of yes/no questions that can be used to analyze any question on the exam. Featured capsule summaries help you quickly review key concepts not just before the exam, but throughout the semester Exams Tips recap the most commonly tested issues and fact patterns. |
| corwin v. kkr financial: Research Handbook on Shareholder Inspection Rights Randall S. Thomas, Paolo Giudici, Umakanth Varottil, 2023-05-09 Shareholder inspection rights form an important tool for shareholder protection. They offer shareholders seeking information private access to specific books and records of the company that are otherwise not publicly available. While there has been a discourse on the topic in some jurisdictions such as Delaware (USA), it has not received scholarly treatment at an international level. This Research Handbook seeks to alter that, and signifies the first endeavor to engage in a comprehensive and comparative analysis of shareholder inspection. |
| corwin v. kkr financial: Corporate Governance Walter A. Effross, 2022-02-07 Corporate Governance examines in an extraordinarily practical and accessible way the legal concerns of today’s shareholders, stakeholders, directors, officers, and their counsel, with a special emphasis on drafting documents and developing procedures to anticipate and prevent problems. Designed for real-world application by students, practitioners, executives, investors, and activists, the text includes excerpts from only the most important judicial decisions. Extensive notes and analyses provide context from courts, commentators, institutional investors, proxy advisors, stock exchange requirements, and businesspeople. Dozens of examples “ripped from the headlines,” or taken from corporate documents, the “Great Books,” or pop culture illustrate and illuminate key principles. Appendices offer detailed information to establish, support, and advance the reader’s career in corporate governance practice. New to the Third Edition: Composite provisions, offset in text boxes, patterned on the corporate governance guidelines of major corporations, identify the issues in and approaches to drafting such documents. New appendices discussing: On Preparing and Presenting “Actionable” Advice, for both executives and their counsel (Appendix B), and Ten Tips for Transparency in Posting Core Corporate Documents Online (Appendix C); and a fully updated list of Recommended Resources for Corporate Governance Research (Appendix A). In Chapter 1, enhanced discussion and examples of themes and trends in the study, theory, and practice of corporate governance. Throughout Chapter 2, expanded treatment of the directors’ responsibility to monitor and reduce risks (including special issues of cybersecurity); and analyses of the rules of conduct for board meetings, of variable/differential voting powers of directors; and of emergency bylaws. In Chapter 3, new discussions of meetings in “executive session,” and of the viability of a policy against a company’s directors’ dating each other; and additional material on: constraints on executives’ “private” activities and statements; special responsibilities of members of the audit committee; and the composition and role of the executive committee. In Chapter 4, updated discussions of virtual meetings of shareholders, of the rules of conduct for shareholder meetings, and of forum selection provisions for intracorporate litigation; and new sections on “loyalty shares”/“tenure voting,” on fee-shifting provisions, and on mandatory arbitration provisions. In Chapter 5, new examinations of: increased efforts (and mandates) to diversify the composition of boards; the “financial literacy” requirement for (some) directors; enabling the CEO also to serve as the board chair; the role of the “executive chair”; “golden leashes” for directors; the roles and responsibilities of advisory board members, advisory directors, emeritus directors, honorary directors, and board observers; proxy access proposals; and “refreshing” the board through age and term limits for directors. In Chapter 6, expanded discussions of clawbacks, restrictions on executives’ pledging and hedging company stock, Key Employee Retention Plans (KERPs) in bankruptcy situations, “golden hellos,” and “say on pay” litigation; and an analysis of the recent requirement of “pay ratio disclosure.” In Chapter 7, updated material on ESG (Environmental, Social, and Governance) issues, and on social enterprises such as benefit corporations and Certified B Corporations. In Chapter 8, a new discussion of the role and relationship to corporate counsel, of the chief compliance officer. Professors and students will benefit from: References to more than 200 newly added decisions. Identification of hundreds of intriguing topics for papers and/or blogs. Comparisons and contrasts of the governance practices supported by institutional investors, proxy advisors, and stock exchanges. A practice-ready, drafting-oriented approach to the systems, structures, and strategies of corporate governance. |
| corwin v. kkr financial: , |
| corwin v. kkr financial: Mergers, Acquisitions, and Buyouts, December 2020 Edition Ginsburg & Levin, Rocap, 2020-12-21 Mergers, Acquisitions, and Buyouts, November 2020 By Martin D. Ginsburg, Jack S. Levin, Donald E. Rocap When structuring mergers and acquisitions, there's only one way to be sure that you've thought of all the tax and legal consequences: rely on Martin D. Ginsburg, Jack S. Levin and Donald E. Rocap as you plan, develop, and execute your mergers and acquisitions strategy. In this gold-standard resource for mergers and acquisitions analysis and guidance--available as a five-volume print set, a bundle with the print and CD-ROM editions, or online--these expert practitioners offer you: * Solutions to real-life business merger problems as they arise in negotiations * Step-by-step analysis of typical and non-typical company buyout and company merger transactional permutations * Checklists, flow charts, and other at-a-glance mergers practice materials Whether you represent the buyer, the seller, or another interested party, you can go straight to a model M&A agreement that gives you: * A complete document structured to embody your client's M&A interests * Clauses addressing a wide variety of specific mergers and acquisitions situations * Specific language for even the smallest mergers and acquisitions variations you're likely to encounter * Includes CD-ROM containing Mergers, Acquisitions, and Buyouts: Sample Acquisition Agreements When it comes to companies buying other companies--particularly public company acquisitions--seemingly every transaction raises something unique, Mergers, Acquisitions, and Buyouts is recently updated with: * New step-by-step methods for structuring transactions, with tax, SEC, corporate, HSR, accounting and other mergers considerations * New table summarizing and contrasting terms of pro-buyer, pro-seller, and neutral stock & asset purchase agreements * Practical guidance based on the latest mergers and acquisition news and the most recent corporate acquisition developments * New mergers legislation, M&A regulations, rulings, and M&A litigation outcomes impacting M&A transactions as reflected in recent mergers and acquisitions Frequently asked questions covered in Mergers, Acquisitions, and Buyouts: * What are the tax considerations in our M&A transaction? * Are there recent deals or developments affecting our M&A transaction? * How do we handle unwanted assets? * How do we handle reorganizations that are solely for voting stock? * What are the tax aspects of LBO structuring and financing? * What should we be taking into consideration regarding management compensation? * How do you execute a mergers and acquisitions strategy using Partnership, LLC, or REIT? |
| corwin v. kkr financial: Regulation of Corporate Disclosure, 4th Edition Brown, 2016-12-15 The Regulation of Corporate Disclosure is a one-volume treatise on the disclosure regime in place under the Federal securities laws. The treatise addresses the formal disclosure process (periodic reports, MD&A, Regulation FD), the informal disclosure process (press releases, social media, discussions with analysts), and the application of the antifraud provisions to these communications. The treatise includes chapters on scienter and materiality, and also addresses communications with and disclosure obligations to shareholders. The Fourth Edition has been significantly revised and, among other topics, includes coverage of: The duties and responsibilities of corporate officials relating to the disclosure process The most recent cases addressing disclosure issues, including decisions by the Supreme Court on topics such as the application of the antifraud provisions to beliefs and opinions Pronouncements by the U.S. Securities and Exchange Commission on disclosure issues, including consideration of the SEC's efforts to improve disclosure effectiveness The developing need to consider disclosure of public interest matters, including the effects of climate change on a company's business The disclosure requirements applicable to the proxy process, including the system for uncovering the identity of street name owners State disclosure obligations of the board of directors under its fiduciary obligations to shareholders. |
| corwin v. kkr financial: Folk Fundamentals, 2019 Edition Welch, Saunders, Voss, Land, 2018-12-21 For quick access to Delaware Corporation Law when you're away from the office, here's a handy portable version of Folk you can easily carry to court in your briefcase. Adapted from the major 3-volume analysis of Delaware Corporation Law that is constantly cited by courts and relied upon daily by corporate lawyers everywhere, Folk Fundamentals gives you: The complete text of the Delaware General Corporation Law The essential and most commonly used analytic elements of the larger set's commentary Take this convenient one-volume softcover distillation any place you need to refer to Folk on the spot. Organized for Quick and Easy Reference! Following the unique and convenient organizational format of the 3-volume set, Folk Fundamentals provides annotated commentary with each section of the statute. Each section's commentary incorporates discussion of every significant court decision (including non-Delaware cases) that interprets the language and intent of that section, and adds the incisive analysis of Folk and his successor authors. This expert commentary synthesizes statute, cases, and analysis into clear, up-to-date guidance that can be put to immediate use in any business activity or situation affected by Delaware Corporation Law . With Folk Fundamentals, you'll be able to: Locate any provision of Delaware Corporation Law--quickly Quote directly from the statute or commentary in the office or the courtroom Support or counter arguments with Folk's proven analysis Previous Edition: Folk on the Delaware General Corporation Law: Fundamentals, 2018 Edition, ISBN 9781454885054¿ |
| corwin v. kkr financial: Principles of Contemporary Corporate Governance Jean Jacques du Plessis, Anil Hargovan, Beth Nosworthy, 2024-06-30 Now in its fifth edition, Principles of Contemporary Corporate Governance offers a comprehensive introduction to the rules and regulations of corporate governance systems. It takes an inclusive stakeholder approach to examine how companies apply corporate governance principles in the private sector. |
304 Del. 125 ATLANTIC REPORTER, 3d SERIES - goodwinlaw.com
CORWIN v. KKR FINANCIAL HOLDINGS LLCDel. 305 Cite as, Del., 125 A.3d 304 (2015) ny (LLC), which was not subject to the entire fairness standard of review because the limited …
Examining Corwin Latest Trends and Results - skadden.com
The Delaware Supreme Court’s 2015 decision in Corwin v. KKR Financial Holdings LLC 1 fashioned a powerful defense in post-closing money damages cases for boards of directors
Directors Denied Corwin Protection Due to “Information …
who approved a sale of the company were not entitled to business judgment protection under Corwin v. KKR Financial Holdings LLC because company stockholders were not adequately …
Fully Informed Vote of Disinterested Stockholders Results in …
In an October 2, 2015 decision, Corwin, et al. v. KKR Financial Holdings LLC., et al., the Delaware Supreme Court clarified that once a merger closes, as long as it has been approved by a fully …
The Corwin Effect: Stockholder Approval of M&A Transactions
In 2015, the Delaware Supreme Court held in Corwin v. KKR Financial Holdings that a transaction subject to enhanced scrutiny under Revlon will instead be reviewed under the deferential …
IN THE SUPREME COURT OF THE STATE OF DELAWARE
Financial Advisors, an affiliate of KKR, under a contractual management agreement that could only be terminated by Financial Holdings if it paid a termination fee. As a result, the plaintiffs …
DON PARSONS DISCUSSES BEAR STEARNS, CORWIN V. KKR, …
hancery to apply the Delaware Supreme Court’s ruling in Corwin v. KKR Financial Hold-ings LLC, in which Chief Justice Leo E. Strine, Jr., held that the business judgment rule is the correct …
The Continuing Evolution of Corwin in Delaware Courts
to refine the impact and requirements of Corwin v. KKR Financial Holdings LLC,1 in which the Delaware Supreme Court held that the business judgment rule is “the appropriate standard of …
Delaware Supreme Court Affirms Business Judgment Rule in …
Plaintiffs, stockholders of KKR Financial Holdings LLC (“KKR Financial”), challenged a stock-for-stock merger between KKR & Co. L.P. (“KKR”) and KKR Financial, alleging breach of fiduciary …
Delaware Supreme Court Provides Guidance on Standard of …
In Corwin v. KKR Financial Holdings LLC, the Delaware Supreme Court clarified that, in situations where entire fairness review does not apply (e.g., a merger without a controlling stockholder), …
Why the Corwin Doctrine Matters to Financial Advisors
Corwin matters to financial advisors who, under Delaware law, may be sued for aiding and abetting in fiduciary breaches in connection with their work advising officers and directors of …
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
Jan 20, 2023 · under Corwin v. KKR Financial Holdings LLC.1 But the claim here—a claim to enjoin enduring alleged entrenchment devices—is not a type of claim that Corwin was …
DELAWARE CORPORATE LAW BULLETIN - Vanderbilt University
KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015) ("Corwin") allows for the "cleansing" of breaches of fiduciary duties by target company directors in approving a sale transaction, but …
Corwin Doctrine - Skadden, Arps, Slate, Meagher & Flom
cided Corwin v. KKR Financial Holdings LLC more than two years ago, there has been an open question as to whether and to what extent the principles afirmed in that decision apply in the …
Supreme Court of the State of Delaware
This case concerns the merger of KKR Financial Holdings LLC (“KFN”) and KKR & Co. L.P. (“KKR”). The proposed merger was announced in December 2013 and was conditioned on the …
Vanderbilt Law Review - Vanderbilt University
Delaware courts continue to explore the contours of the Delaware Supreme Court's "seminal holding" in Corwin v. KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015) ("Corwin"). …
DELAWARE CORPORATE LAW BULLETIN Delaware Court …
The Delaware Supreme Court’s decision in Corwin v. KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015) (“Corwin”) allows for the “cleansing” of breaches of fiduciary duties by target …
‘Partial and Disclosures’ May Preclude Corwin Doctrine
Under Corwin v. KKR Financial Holdings LLC 1 and its progeny, “when disinterested, fully informed, uncoerced stockholders approve a transaction absent a looming conflicted …
IN THE SUPREME COURT OF THE STATE OF DELAWARE
Plaintiffs allege that KKR completely controlled the KFN Board, including with regard to the Transaction itself, because among other things KKR completely controlled access to, and the …
After Corwin, Court - Skadden, Arps, Slate, Meagher & Flom
Supreme Court’s landmark decision in Corwin v. KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015) articulated a new defendant-friendly rule for post-closing damages actions for breaches …
304 Del. 125 ATLANTIC REPORTER, 3d SERIES - goodwinlaw.com
CORWIN v. KKR FINANCIAL HOLDINGS LLCDel. 305 Cite as, Del., 125 A.3d 304 (2015) ny (LLC), which was not subject to the entire fairness standard of review because the limited …
Examining Corwin Latest Trends and Results - skadden.com
The Delaware Supreme Court’s 2015 decision in Corwin v. KKR Financial Holdings LLC 1 fashioned a powerful defense in post-closing money damages cases for boards of directors
Directors Denied Corwin Protection Due to “Information …
who approved a sale of the company were not entitled to business judgment protection under Corwin v. KKR Financial Holdings LLC because company stockholders were not adequately …
Fully Informed Vote of Disinterested Stockholders Results in …
In an October 2, 2015 decision, Corwin, et al. v. KKR Financial Holdings LLC., et al., the Delaware Supreme Court clarified that once a merger closes, as long as it has been approved by a fully …
The Corwin Effect: Stockholder Approval of M&A Transactions
In 2015, the Delaware Supreme Court held in Corwin v. KKR Financial Holdings that a transaction subject to enhanced scrutiny under Revlon will instead be reviewed under the deferential …
IN THE SUPREME COURT OF THE STATE OF DELAWARE
Financial Advisors, an affiliate of KKR, under a contractual management agreement that could only be terminated by Financial Holdings if it paid a termination fee. As a result, the plaintiffs …
DON PARSONS DISCUSSES BEAR STEARNS, CORWIN V. KKR, …
hancery to apply the Delaware Supreme Court’s ruling in Corwin v. KKR Financial Hold-ings LLC, in which Chief Justice Leo E. Strine, Jr., held that the business judgment rule is the correct …
The Continuing Evolution of Corwin in Delaware Courts
to refine the impact and requirements of Corwin v. KKR Financial Holdings LLC,1 in which the Delaware Supreme Court held that the business judgment rule is “the appropriate standard of …
Delaware Supreme Court Affirms Business Judgment Rule in …
Plaintiffs, stockholders of KKR Financial Holdings LLC (“KKR Financial”), challenged a stock-for-stock merger between KKR & Co. L.P. (“KKR”) and KKR Financial, alleging breach of fiduciary …
Delaware Supreme Court Provides Guidance on Standard of …
In Corwin v. KKR Financial Holdings LLC, the Delaware Supreme Court clarified that, in situations where entire fairness review does not apply (e.g., a merger without a controlling stockholder), …
Why the Corwin Doctrine Matters to Financial Advisors
Corwin matters to financial advisors who, under Delaware law, may be sued for aiding and abetting in fiduciary breaches in connection with their work advising officers and directors of …
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
Jan 20, 2023 · under Corwin v. KKR Financial Holdings LLC.1 But the claim here—a claim to enjoin enduring alleged entrenchment devices—is not a type of claim that Corwin was …
DELAWARE CORPORATE LAW BULLETIN - Vanderbilt University
KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015) ("Corwin") allows for the "cleansing" of breaches of fiduciary duties by target company directors in approving a sale transaction, but …
Corwin Doctrine - Skadden, Arps, Slate, Meagher & Flom
cided Corwin v. KKR Financial Holdings LLC more than two years ago, there has been an open question as to whether and to what extent the principles afirmed in that decision apply in the …
Supreme Court of the State of Delaware
This case concerns the merger of KKR Financial Holdings LLC (“KFN”) and KKR & Co. L.P. (“KKR”). The proposed merger was announced in December 2013 and was conditioned on the …
Vanderbilt Law Review - Vanderbilt University
Delaware courts continue to explore the contours of the Delaware Supreme Court's "seminal holding" in Corwin v. KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015) ("Corwin"). …
DELAWARE CORPORATE LAW BULLETIN Delaware Court …
The Delaware Supreme Court’s decision in Corwin v. KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015) (“Corwin”) allows for the “cleansing” of breaches of fiduciary duties by target …
‘Partial and Disclosures’ May Preclude Corwin Doctrine
Under Corwin v. KKR Financial Holdings LLC 1 and its progeny, “when disinterested, fully informed, uncoerced stockholders approve a transaction absent a looming conflicted …
IN THE SUPREME COURT OF THE STATE OF DELAWARE
Plaintiffs allege that KKR completely controlled the KFN Board, including with regard to the Transaction itself, because among other things KKR completely controlled access to, and the …
After Corwin, Court - Skadden, Arps, Slate, Meagher & Flom
Supreme Court’s landmark decision in Corwin v. KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015) articulated a new defendant-friendly rule for post-closing damages actions for breaches …
