Lawyers
In a Directors & Boards article, litigation partner Andy Bouchard discusses the extended application of the framework established in the seminal Kahn v. M&F Worldwide Corp. (MFW) case concerning transactions involving conflicted controlling stockholders. In “MFW Meets Its Match,” published September 13, Andy reviews the Delaware Supreme Court’s MFW decision and the court’s recent decision in a case concerning the reverse spinoff of Match Group. In MFW, the Supreme Court held that a squeeze-out merger would be subject to “entire fairness” review—the most exacting standard of review under Delaware law—unless the transaction was conditioned from the start on receiving approval both by a fully empowered committee of independent directors and by a majority of the minority stockholders. In Match, the court extended the MFW framework to apply to all transactions involving conflicted controllers. Moreover, in Match, the Supreme Court “clarified that MFW’s requirement for an independent committee mandates that the committee be ‘wholly’ independent, not merely majority independent.”
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