In this issue:
- Delaware Supreme Court Upholds Chancery Court Ruling that Applied Business Judgment Rule to Going Private Transaction with Controlling Stockholder
- Amendments to Uniform Branch Office Registration Form
- SEC Approves New FINRA Supervision Rules
- CFTC Requests Comment on Swap Data Reporting Rules
- Fourth Circuit Holds Minority-Owned Corporation Can Bring Race Discrimination Suit
- Second Circuit Vacates Conviction After Counsel Misstated Deportation Consequences
- Excerpt from Delaware Supreme Court Upholds Chancery Court Ruling that Applied Business Judgment Rule to Going Private Transaction with Controlling Stockholder:
In Kahn v. M&F Worldwide Corp., the Delaware Supreme Court unanimously upheld the Chancery Court’s decision in In re MFW Shareholders Litigation. In that decision, the Chancery Court had granted summary judgment in favor of the board of directors of M&F Worldwide Corp. (M&F) in a suit brought by former stockholders of M&F challenging the going private acquisition of M&F by MacAndrews & Forbes Holdings Inc., the owner of 43.4 percent of M&F’s common stock. The Chancery Court held that a going private acquisition by a controlling stockholder that is conditioned, from the outset, on approval by both a properly empowered, independent committee, and an informed, uncoerced majority-of-the-minority vote would be reviewed under the business judgment standard of review, rather than the entire fairness standard of review. A summary of the Chancery Court’s decision in In re MFW Shareholders Litigation is included in the June 7, 2013 issue of Corporate & Financial Weekly Digest.
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