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Business Entities Keyed to Chiappinelli
Corwin v. KKR Financial Holdings LLC
Citation:125 A.3d 304 (Del. 2015)
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- The Brief Prologue provides necessary case brief introductory information and includes:
- Topic: Identifies the topic of law and where this case fits within your course outline.
- Parties: Identifies the cast of characters involved in the case.
- Procedural Posture & History: Shares the case history with how lower courts have ruled on the matter.
- Case Key Terms, Acts, Doctrines, etc.: A case specific Legal Term Dictionary.
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- Brief Facts: A Synopsis of the Facts of the case.
- Rule of Law: Identifies the Legal Principle the Court used in deciding the case.
- Facts: What are the factual circumstances that gave rise to the civil or criminal case? What is the relationship of the Parties that are involved in the case. Review the Facts of this case here:
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.
- Issue(s): Lists the Questions of Law that are raised by the Facts of the case.
- Holding: Shares the Court's answer to the legal questions raised in the issue.
- Concurring / Dissenting Opinions: Includes valuable concurring or dissenting opinions and their key points.
- Reasoning and Analysis: Identifies the chain of argument(s) which led the judges to rule as they did.
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- Policy: Identifies the Policy if any that has been established by the case.
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