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When Del. Courts May Reject Corwin Cleansing: Some Clarity

Law360, New York (July 13, 2017, 1:30 PM EDT) -- Under Corwin, if stockholders approve a board action in a “fully informed” and “uncoerced” vote, the stockholder approval “cleanses” any breaches by the directors of their fiduciary duties in connection with the action. Since Corwin was decided in 2015, in every case where the defendants were seeking Corwin cleansing, the Delaware courts have found that the stockholder vote was fully informed and uncoerced — with the only exceptions being the recent decisions in In re Saba Software Stockholder Litigation (April 11, 2017), Sciabacucchi v. Liberty Broadband...
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