In Re Cyan, Inc. Stockholders Litigation provides an excellent example of the power of the Corwin Presumption when a shareholder vote is fully informed and uncoerced. There, the Court of Chancery dismissed a claim that board members of a Delaware corporation breached their fiduciary duty by approving a merger based on their own self-interest. The Court found that the merger at issue had been approved by a majority vote of fully informed, disinterested stockholders. As a result, the business judgment rule applied and, because the plaintiffs failed to plead that the merger constitutes waste under Delaware law, their claim was dismissed.
BOTTOM LINE: The approval of a merger by an informed, uncoerced majority of disinterested shareholders will result in the application of the business judgment rule and a likely dismissal of all post-closing fiduciary duty claims.