Corwin v KKR Financial Holdings LLC

Under Delaware law, a controlling shareholder merger conditioned ab initio on both special committee approval and majority-of-minority vote earns business judgment review rather than entire fairness scrutiny.

Directors must implement adequate information and reporting systems to satisfy their fiduciary duty of oversight; failure to do so may constitute a breach of duty.

Board actions that interfere with the shareholder franchise require a compelling justification, imposing a heightened standard of review under Delaware law.