News & Analysis as of

Minority Shareholders Business Judgment Rule Mergers

Cadwalader, Wickersham & Taft LLP

In re Oracle Corporation Derivative Litigation: Delaware Supreme Court Affirms Chancery Court Decision Not to Impose Fiduciary...

On January 21, 2025, the Delaware Supreme Court affirmed the Court of Chancery’s decision in In re Oracle Corp. Derivative Lit., finding that a less than 50% stockholder does not owe fiduciary duties absent evidence of either...more

Skadden, Arps, Slate, Meagher & Flom LLP

Recent MFW-Related Developments in Delaware Courts

In 2014, the Delaware Supreme Court’s landmark Kahn v. M&F Worldwide Corp.1 (MFW) decision established that the deferential business judgment standard of review could apply to controlling stockholder “squeeze-out” mergers...more

White & Case LLP

Defying gravity: US M&A H1 2019: Three key M&A decisions from Delaware courts

White & Case LLP on

The first half of 2019 saw several decisions from the Delaware courts that will affect M&A dealmaking - Aruba: Supreme Court awards "deal price less synergies" in closely watched appraisal case - Rejecting the Chancery...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Corporation Law: Trends Impacting M&A and Corporate Litigation in 2019

On February 20, 2019, Skadden held a webinar titled “2019 M&A and Corporate Litigation Trends.” The panelists were litigation partner and Delaware litigation practice leader Edward Micheletti and litigation counsel Jenness...more

White & Case LLP

Peak performance: US M&A in 2018: Deal changing decisions from Delaware

White & Case LLP on

In the second half of 2018, the Delaware courts once again produced decisions that will guide M&A transactions in the future. Three cases affecting US M&A stood out in 2018....more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden's 2019 Insights: Key Delaware Corporation Law Developments

The Delaware courts issued a number of significant decisions in 2018 that are likely to have ripple effects throughout 2019. Among them were a series of cases that further developed the parameters of the Corwin and MFW...more

Skadden, Arps, Slate, Meagher & Flom LLP

From the Get-Go: Interpreting MFW’s Ab Initio Requirement

The Delaware Supreme Court’s seminal decision in Kahn v. M&F Worldwide Corporation (MFW) offers a pathway for having challenges to controlling stockholder “squeeze-out” mergers reviewed under the highly deferential business...more

Sheppard Mullin Richter & Hampton LLP

Getting to Business Judgment in an Interested Transaction: Controlling Stockholder Must Put Procedural Protections in Place Prior...

In Flood v. Synutra Int’l, Inc., No. 101, 2018, 2018 Del. LEXIS 460 (Del. Oct. 9, 2018), the Delaware Supreme Court (Strine, C.J.) held that a controlling stockholder who pursues a merger with the controlled company will have...more

Wilson Sonsini Goodrich & Rosati

New York Court Finds Failure to Meet MFW Standard in Controlling Stockholder Merger

In another significant M&A decision from the New York Supreme Court, the controlling stockholder of a Delaware corporation failed to obtain judicial deference under the so-called "MFW" framework for its merger with the...more

A&O Shearman

Who’s the Boss? Minority Stockholders That Exercise Control

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In two recent cases, the Delaware Court of Chancery provided informative guidance on when stockholders that hold less than 50% of a corporation’s stock are nevertheless considered to be controlling stockholders. This inquiry...more

Skadden, Arps, Slate, Meagher & Flom LLP

Court of Chancery Confirms MFW Applies to Controlled-Company Sale With Disparate Consideration

In 2014, the Delaware Supreme Court affirmed in Kahn v. M&F Worldwide Corp., 88 A.3d 635 (MFW II), that the business judgment rule would apply to controlling stockholder “squeeze-out” mergers if the transaction is conditioned...more

Cooley LLP

Blog: Martha Stewart Decision Draws Roadmap for Controller Sales to Third Parties

Cooley LLP on

A transaction involving a controlling stockholder on both sides of the deal presents a clear conflict of interest that will result in heightened scrutiny under the “entire fairness” standard of review if later challenged....more

Skadden, Arps, Slate, Meagher & Flom LLP

"Delaware Supreme Court Enhances Protections for Controlling Stockholder Buyouts"

In November 2015, the Delaware Supreme Court bolstered the protection afforded to majority or controlling stockholders seeking to buy out the minority, provided that the transaction is structured in accordance with the...more

Bracewell LLP

New York Adopts Delaware Standard for Going-Private Transactions

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On May 5, 2016, the New York Court of Appeals affirmed the dismissal of a shareholder class action and formally adopted the standard of review for going-private transactions articulated by the Delaware Supreme Court in Kahn...more

Bond Schoeneck & King PLLC

Recent New York Court of Appeals Decisions: Court Adopts Standard of Review for Going-Private Mergers (5/16)

On May 5, 2016, the New York Court of Appeals ruled on the standard of review applicable to a going-private merger in Matter of Kenneth Cole Prods, Inc. Shareholder Derivative Litig. In particular, the Court considered...more

Proskauer - Corporate Defense and Disputes

N.Y. Court of Appeals Adopts Business Judgment Rule, with Conditions, for Going-Private Mergers

The New York Court of Appeals has followed Delaware in holding that the business-judgment rule applies to going-private mergers as long as certain shareholder-protective measures are met. The court’s May 5, 2016 decision in...more

Adler Pollock & Sheehan P.C.

Mergers & Acquisitions Glossary

This Glossary contains many of the important terms and definitions used in the M&A world. The Glossary is not exhaustive, however. Like most areas of the law, M&A is a highly complex subject that involves several legal and...more

Morrison & Foerster LLP

A Significant Decision For Going-Private Transactions

In a decision with great potential significance for the structuring of going-private transactions, Delaware Chancellor Leo Strine recently held in In re MFW Shareholders Litigation that a merger with a controlling stockholder...more

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