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Delaware Supreme Court Revives Stockholder Claims, Finding MFW Protections Were Not In Place Prior To Economic Negotiations

Shearman & Sterling

2014) ("MFW"), and the business judgment rule applied. On appeal, the Delaware Supreme Court reversed, finding that Earthstone initiated economic negotiations before the requisite MFW protections were put in place. M&F Worldwide, 88 A.2d 2d 635 (Del.

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Delaware Supreme Court Holds That Business Judgment Rule Applies To Controller Transactions As Long As MFW Conditions Are In Place Prior To Economic Negotiation

Shearman & Sterling

2014) ("MFW") for business judgment review because the controller group's initial proposal did not contain the MFW conditions—recommendation by a special committee and approval by a majority of the disinterested stockholders—although they were added later. before any substantive economic negotiations begin."

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Delaware Supreme Court Revives Stockholder Claims, Finding MFW Protections Were Not In Place Prior To Economic Negotiations

Shearman & Sterling

2014) ("MFW"), and the business judgment rule applied. On appeal, the Delaware Supreme Court reversed, finding that Earthstone initiated economic negotiations before the requisite MFW protections were put in place. M&F Worldwide, 88 A.2d 2d 635 (Del.

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Delaware Supreme Court Holds That Business Judgment Rule Applies To Controller Transactions As Long As MFW Conditions Are In Place Prior To Economic Negotiation

Shearman & Sterling

2014) ("MFW") for business judgment review because the controller group's initial proposal did not contain the MFW conditions—recommendation by a special committee and approval by a majority of the disinterested stockholders—although they were added later. before any substantive economic negotiations begin."

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Insurance M&A Deals in 2024

Sica Fletcher

Insurance M&A Deal Valuation, 2024 Starting out in 2024, EBITDA and revenue multiples are in a good place, experiencing modest YoY growth despite the economic downturn of the last 18 months. In deals with the highest earnout, business owners turn to a specialized M&A advisory firm to handle negotiations and oversee valuations.

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Making and Keeping Commitments to Employees After a Merger

M&A Leadership Council

Once again, as in the case of other stakeholders, the answer involves ethics, law, and economics. Breaking a promise is not only wrong (and sometimes illegal), but it is likely to have negative economic consequences. 2459 (2014). For example, key employees may leave because they lose trust in the new organization.

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Whataday for Special Committees: Salladay v. Lev Clarifies Committee Formation Requirements in Non-MFW Scenarios

Cooley M&A

2014) (“MFW”) and its progeny applies in a non- MFW scenario (i.e., Between October 5 th and 11 th , the special committee supervised a price negotiation with iSubscribed, which resulted in an increased offer of $3.68 from the outset). M&F Worldwide Corp., 3d 635 (Del. in a transaction without a conflicted controlling shareholder).