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Business Entities Keyed to Chiappinelli
Corwin v. KKR Financial Holdings LLC
Citation:
125 A.3d 304 (Del. 2015)Facts
The plaintiffs filed a challenge in the Court of Chancery to stock-for-stock merger between KKR & Co. L.P. (“KKR”) and KKR Financial Holdings LLC in which KKR acquired each share of Financial Holdings’s stock for 0.51 of a share of KKR stock, a 35% premium to the unaffected market price. Plaintiffs’ primary argument was that the transaction was presumptively subject to the entire fairness standard of review because Financial Holdings’s primary business was financing KKR’s leveraged buyout activities and instead of having employees manage the company’s day-to-day operations, Financial Holdings was managed by KKR Financial Advisors, an affiliate of KKR. Plaintiffs alleged that KKR was a controlling stockholder of Financial Holdings, which a LLC, not a corporation.
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