Delaware Court of Chancery Applies "Corwin" in Two Post-Closing Decisions, Takes Divergent Approaches to Conflicted-Board Transactions | Practical Law
The Delaware Court of Chancery dismissed claims seeking post-closing damages in City of Miami General Employees v. Comstock and Larkin v. Shah, applying the Corwin principle to a single-step merger and a merger structured as a front-end tender offer completed under Section 251(h) of the DGCL. In Larkin, the court added that a transaction subject to entire fairness because of a conflicted board of directors, absent a controlling stockholder, can also avail itself of Corwin.