Delaware Supreme Court Expands MFW Applicability in Conflicted Controller Transactions

May 9, 2024

On April 4, 2024, the Delaware Supreme Court issued a much-anticipated decision, In re Match Group Derivative Litigation (“In re Match Group”), extending the MFW doctrine more broadly to all conflicted controller transactions.  In Kahn v. M & F Worldwide Corp. (“MFW”), the Delaware Supreme Court first provided a framework for freeze-out mergers to receive business-judgment review if the transaction is subject to (1) approval by an independent special committee and (2) an uncoerced, fully informed vote by minority stockholders.  Since the framework was established in 2014, however, debate has swirled as to whether MFW applied only to freeze-out mergers, where a controlling stockholder takes a company private, or all conflicted controller transactions.

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