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Corwin v. KKR Financial Holdings, LLC

Delaware Supreme Court
125 A.3d 304 (2015)

Facts

The primary business of KKR Financial Holdings LLC (Financial Holdings) (defendant) was to finance a leveraged buyout of KKR & Company, L.P. (KKR). Financial Holdings was managed by KKR Financial Advisors, an affiliate of KKR. KKR owned less than 1 percent of Financial Holdings’ stock, did not have the authority to appoint any Financial Holdings directors, and did not have a right to veto any action of Financial Holdings’ board. KKR bought all Financial Holdings’ stock in a transaction formed as a merger. The merger was approved by a vote of fully informed, uncoerced, disinterested Financial Holdings stockholders. Corwin and other Financial Holdings stockholders (plaintiffs) sued to challenge the merger. The plaintiffs sought a review of the transaction under the entire-fairness standard on the ground that KKR constituted a controlling stockholder of Financial Holdings because Financial Holdings was subject to the management of a KKR affiliate. The defendants filed a motion to dismiss on the ground that KKR was not a controlling stockholder of Financial Holdings. The Chancery Court of Delaware granted the motion. The plaintiffs appealed.

Rule of Law

Issue

Holding and Reasoning (Strine, C.J.)

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