M&A and Corporate Governance Alert: Delaware Supreme Court Finds Business Judgment Rule Applies to Freeze-Out Mergers When Conditioned upon Approval of Special Committee and Majority-of-the-Minority Stockholders Vote

Category: Client Alerts
Date: March 28, 2014
Title: M&A and Corporate Governance Alert: Delaware Supreme Court Finds Business Judgment Rule Applies to Freeze-Out Mergers When Conditioned upon Approval of Special Committee and Majority-of-the-Minority Stockholders Vote

This alert focuses on the Delaware Supreme Court decision in Kahn v. M&F Worldwide Corp., No. 334, 2013 (Del. Mar. 14, 2014), which concluded that the business judgment rule should govern review of mergers between a controlling stockholder and its subsidiary when the merger is conditioned, from the outset of negotiations, upon two protective measures.

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M&A and Corporate Governance Alert: Delaware Supreme Court Finds Business Judgment Rule Applies to Freeze-Out Mergers When Conditioned upon Approval of Special Committee and Majority-of-the-Minority Stockholders Vote

Related People

- Arthur H. Aufses III
- - Counsel
  - Co-author
  - New York
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- Abbe L. Dienstag
- - Counsel
  - Co-author
  - New York
- vcard
- Alan R. Friedman
- - Counsel
  - Co-author
  - New York
- vcard
- Thomas E. Molner
- - Counsel
  - Co-author
  - New York
- vcard
- Jonathan M. Wagner
- - Partner
  - Co-author
  - New York
- vcard

M&A and Corporate Governance Alert: Delaware Supreme Court Finds Business Judgment Rule Applies to Freeze-Out Mergers When Conditioned upon Approval of Special Committee and Majority-of-the-Minority Stockholders Vote

Media Attachments

Related People

Arthur H. Aufses III

Abbe L. Dienstag

Alan R. Friedman

Thomas E. Molner

Jonathan M. Wagner

Related Practices