Three days in August: Delaware's evolving view of the impact of stockholder approval on post-closing MA litigation

The Delaware Supreme Court's decision last year in Corwin v. KKR Financial Holdings LLC1 was brief but important, addressing the question of whether, and when, stockholder approval can "cleanse" a corporate transaction that is the subject of post-closing litigation alleging fiduciary breaches in connection with the deal. Since Corwin was issued, almost every member of the Court of Chancery has been called upon to address its reach and determine whether stockholder approval had extinguished various plaintiffs' breach of fiduciary duty claims.