Delaware Supreme Court Affirms Chancery Court "Volcano" Decision Extending Business Judgment Rule to Tender Offers | Practical Law
The Delaware Supreme Court affirmed the Court of Chancery's 2016 decision in Volcano. The affirmance establishes that the Corwin rule—which applies the presumptions of the business judgment rule to transactions ordinarily subject to enhanced scrutiny if the disinterested stockholders approve the transaction in an informed, uncoerced vote—applies equally to transactions structured as front-end tender offers when a majority of the disinterested stockholders' shares are tendered into the offer.