In re KKR Financial Holdings LLC Shareholder Litigation

How courts have described this case

Verbatim parenthetical descriptions written by other courts when citing this decision. Ranked by citation-network relevance.

• holding that an aiding and abetting claim “may be summarily dismissed based upon the failure of the breach of fiduciary duty claims against the director defendants.”
• holding that “business judgment standard of review” applied to merger because it was approved by majority of disinterested shareholders in fully informed vote, insulating transaction from all claims except ground of waste
• holding that defendants bear the burden of demonstrating fully informed stockholder approval
• holding the conclusory allegation that a director “owed [his] advancement and success” to another director, with no support from any factual allegation, is insufficient
• explaining that the “legal effect of a fully informed stockholder vote of a transaction with a non-controlling stockholder is that the business judgment rule applies and insulates the transaction from all attacks other than on the grounds of waste”
• granting motion to dismiss where the court could not reasonably infer that a 1% minority stockholder was a controlling stockholder

Source: CourtListener parenthetical corpus (CC0).