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Business Associations Keyed to LoPucki, 2nd Ed.
Corwin v. KKR Financial Holdings, LLC
Citation:
125 A.3d 304 (2015)Facts
KKR & Co. L.P. (“KKR”) acquired KKR Financial Holdings LLC (“Financial Holdings”) in a stock-for-stock merger where each share of Financial Holdings was exchanged for 0.51 of a share of KKR stock, representing a 35% premium to the unaffected market price. Financial Holdings’ primary business was financing KKR’s leveraged buyout activities, and it was managed by KKR Financial Advisors, an affiliate of KKR, under a management agreement. Despite this relationship, KKR owned less than 1% of Financial Holdings’ stock, had no right to appoint directors, and had no contractual right to veto board actions. The merger was approved by a fully informed, uncoerced vote of the disinterested stockholders. Plaintiffs challenged the merger, arguing that KKR was a controlling stockholder and that the transaction should be subject to entire fairness review.
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