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Corwin v. KKR Financial Holdings LLC
Updated 11/3/23
In this case we'll look at the effect of shareholder approval when there is not a controlling shareholder.
The court holds that if a transaction doesn't have a controlling shareholder, and it's approved by a fully informed, uncoerced vote of the disinterested stockholders, the business judgment rule applies.
Cast of Characters:
KKR: A publicly traded private equity firm. It is acquring Financial Holdings.
Financial Holdings: A publicly traded junk bond investment company. It is being acquired by KKR. KKR owns less than 1%. An affiliate of KKR manages Financial Holdings under a management agreement.
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