In re Chelsea Therapeutics: Chancery Court Rejects Bad-Faith Claim for Board's Selective Use of Projections, Highlights Open Questions Post-"Corwin" | Practical Law
The Delaware Court of Chancery granted a target board's motion to dismiss a claim of breach of the duty of loyalty, holding that the board's decision to not rely on certain projections in establishing the company's value was not evidence of bad faith. The decision in Chelsea Therapeutics also highlights, without resolving, two issues that are still open after the Delaware Supreme Court's decision in Corwin v. KKR Financial Holdings.