The Delaware Court of Chancery, in In re USG Corp. Stockholder Litigation, C.A. No. 2018-0602-SG (consol.), memo. op. (Del. Ch. Aug. 31, 2020), found that an acquisition target’s directors’ failure to disclose their view of the target’s intrinsic value resulted in an uninformed stockholder vote, precluding a Corwin ratification defense, but the same disclosure violation did not state an unexculpated breach of fiduciary duty claim.
NEW: Morris James discusses the decision in Chancery Rules Failure to Disclose “Intrinsic Value” Precludes Corwin Defense – But Does Not Necessarily Suggest a Breach of the Duty of Loyalty.
Cleary Gottlieb discusses the decision in Stockholder Claims Dismissed Even After Corwin Defense Fails.
Shearman & Sterling discusses the decision in Even After Finding Corwin Inapplicable Because of Alleged Misstatements, Delaware Court of Chancery Dismisses Post-Merger Damages Claims For Failure to Please Bad Faith.