Delaware Supreme Court Expands MFW Applicability in Conflicted Controller Transactions
JD Supra: Mergers
MAY 16, 2024
On April 4, 2024, the Delaware Supreme Court issued a much-anticipated decision, In re Match Group Derivative Litigation (“In re Match Group”), extending the MFW doctrine more broadly to all conflicted controller transactions. In Kahn v. M & F Worldwide Corp. (“MFW”), the Delaware Supreme Court first provided a framework for freeze-out mergers to receive business-judgment review if the transaction is subject to (1) approval by an independent special committee and (2) an uncoerced, fully.
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