The 1st Case To Decline Corwin 'Cleansing'
Warren S. de Wied
Philip Richter Saba Software Inc. Stockholder Litigation (March 31, 2017) is the first case that we are aware of in which the Delaware Court of Chancery has declined to apply “cleansing” under Corwin. The decision appears to be grounded in the unusual facts of the case, and, in our view, confirms the recent trend of Delaware decisions that indicate that Corwin cleansing of noncontroller stockholder-approved transactions is likely to be precluded only in unusual and egregious circumstances.
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