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Freeze-Out Mergers Shareholder Litigation

Goodwin

Delaware Supreme Court Holds That Boards Must Satisfy the MFW Framework in Controller Transactions to Obtain Business Judgment...

Goodwin on

In 2014, the Delaware Supreme Court held in Kahn v. M&F Worldwide Corp. (“MFW”) that a court will apply the entire fairness standard of review to freeze-out merger transactions between a controlled corporation and its...more

Hogan Lovells

2023 securities, shareholder, and M&A litigation outlook - April 2023

Hogan Lovells on

In this past year, we saw an uptick in in-person court proceedings as the effects of the pandemic subsided, a decrease in pandemic-related litigation, and a return to many of the core issues facing Delaware companies...more

Sheppard Mullin Richter & Hampton LLP

Delaware Supreme Court Holds That a Stockholder Plaintiff Must Plead a Non-Exculpated Claim to Avoid Section 102(b)(7)-Based...

In the consolidated appeal In re Cornerstone Therapeutics Inc., Stockholder Litigation and In re Zhongpin Stockholders Litigation, Nos. 564, 2014 and 706, 2014, 2015 Del. LEXIS 231 (Del. May 14, 2015), the Delaware Supreme...more

Proskauer - Corporate Defense and Disputes

Kahn v. M&F Worldwide Corp.: Delaware Supreme Court Affirms Court of Chancery Ruling that Business Judgment Review Can Apply to...

In Kahn v. M&F Worldwide Corp., the Delaware Supreme Court unanimously affirmed the Court of Chancery’s decision that the business judgment standard, rather than the entire fairness standard of review, applies to controller...more

BakerHostetler

In re MFW Shareholders Litigation: Business Judgment Rule Applicable to Freeze-Out Mergers with Built-in Protections for Minority...

BakerHostetler on

On May 29, 2013, the landmark decision of In re MFW Shareholders Litigation (MFW), issued by Chancellor Strine of the Delaware Chancery Court, held the business judgment rule standard of review is applicable to freeze-out...more

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