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Email In In re HomeFed Corp. Stockholder Litigation (“HomeFed”), the Delaware Court of Chancery considered on a motion to dismiss whether a squeeze-out merger by a controlling stockholder complied with the procedural framework set forth in Kahn v. M&F Worldwide Corp. (“MFW”). In MFW, the Delaware Supreme Court held that the business judgment rule—rather than the entire fairness standard—applies to a controlling stockholder transaction if the transaction is conditioned “ab initio,” or at the beginning, upon approval of both an independent special committee of directors and the informed vote of a majority of the minority stockholders. https://www.cadwalader.com/resources/clients-friends-memos/delaware-court-of-chancery-further-clarifies-the-ab-initio-requirement-in-finding-that-discussions-between-the-controlling-stockholder-and-a-minority-stockholder-precluded-the-application-of-mfw