The rule described in the Delaware Supreme Court's Corwin decision applies equally in the context of a front-end tender offer followed by a back-end merger, even though no stockholder vote is actually held. Under Corwin, the standard of review of the board's conduct in a change-of-control transaction shifts from enhanced scrutiny to the business judgment rule when a majority of the disinterested stockholders approve a single-step merger in an informed and uncoerced vote (Corwin v. KKR Fin. Hldgs. LLC, 125 A.3d 304, 308 (Del. 2015)). The same rule now applies to two-step mergers conducted under Section 251(h) of the DGCL when the disinterested, informed, uncoerced stockholders tender their shares into an offer, even though they do not vote on the merger.

When the cleansing effect under Corwin is available (in either a single-step or two-step merger), the business judgment rule applies irrebuttably to the plaintiffs' allegations and insulates the merger from a challenge on any grounds other than waste. This is significant for the reason given in the Delaware Supreme Court's order in Singh v. Attenborough, which is that a challenge based on waste is unlikely to succeed because it is hard to conceive of the stockholders voting in favor of a wasteful transaction (137 A.3d 151 (Del. 2016)). As the Chancery Court explained in Volcano, if the business judgment rule were only a rebuttable presumption, then a board's violation of its fiduciary duties—even based on facts that were disclosed to the stockholders before they approved a transaction—would render the business judgment rule inapplicable. However, the Chancery Court concluded, and the Supreme Court now confirms, that the business judgment rule applies irrebuttably.