In Kahn v. M&F Worldwide Corp.,1 the Delaware Supreme Court unanimously affirmed the Court of Chancery’s decision that the more deferential business judgment rule standard of review, rather than an entire fairness standard of review, applies to controlling stockholder buyouts if merger discussions are conditioned up front on both the negotiation and approval of an empowered independent committee and an uncoerced, fully informed, majority-of-the-minority stockholder vote.