About | HeinOnline Law Journal Library | HeinOnline Law Journal Library | HeinOnline
LOG IN
LOG IN

73 Vand. L. Rev. En Banc 1 (2020)

handle is hein.journals/valewenb73 and id is 1 raw text is: DELAWARE CORPORATE LAW BULLETIN Delaware Court Refuses Corwin Cleanse Due to Inadequate Disclosures of Conflicts of Interest and Financial Projections Robert S. Reder* Kelsey R. McKeag** * Professor of the Practice of Law at Vanderbilt University Law School. Professor Reder has been serving as a consulting attorney at Milbank LLP in New York City since his retirement as a partner in April 2011. * Vanderbilt University Law School, J.D. Candidate, May 2020. Court also declines to dismiss related aiding and abetting claims against financial advisor and purchaser IN TRODU CTION .............................................................................. 2 I. FACTUAL BACKGROUND .............................................................3. A. Virtu Discusses Acquiring KCG with Jefferies ........... 3 B. Virtu M akes an Offer .............................................. 4 C. KCG and Virtu Conclude Negotiations.................... 5 D . Litigation Ensues .................................................. 6 II. VICE CHANCELLOR MCCORMICK'S ANALYSIS............................. 6 A. Breach of Fiduciary Duties...................................... 6 1. Stockholder vote not fully informed ............... 7 2. Plaintiff stated a non-exculpated claim for breach of fiduciary duties ............................. 8 1

What Is HeinOnline?

HeinOnline is a subscription-based resource containing thousands of academic and legal journals from inception; complete coverage of government documents such as U.S. Statutes at Large, U.S. Code, Federal Register, Code of Federal Regulations, U.S. Reports, and much more. Documents are image-based, fully searchable PDFs with the authority of print combined with the accessibility of a user-friendly and powerful database. For more information, request a quote or trial for your organization below.



Short-term subscription options include 24 hours, 48 hours, or 1 week to HeinOnline.

Purchase Access

Contact us for annual subscription options:

Contact Us

Already a HeinOnline Subscriber?

Log In

profiles profiles most