Corwin v. KKR Financial Holdings LLC, No. 629, 2014 (Del. 2015)
Ross Aronstam & Moritz, together with Wachtell, Lipton, Rosen & Katz, represented KKR Financial Holdings LLC and its directors in stockholder litigation challenging an approximately $2.6 billion merger with KKR & Co. LP. The Court of Chancery granted the defendants' motion to dismiss with prejudice. On appeal, the Delaware Supreme Court affirmed, rejecting plaintiffs' theory that a less-than-1% stockholder could be a controller by virtue of contractual rights and holding that the business judgment rule is the appropriate standard of review for a post-closing damages action when a merger that is not subject to the entire fairness standard of review has been approved by a fully informed, uncoerced majority of the disinterested stockholders.