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In Long-Awaited Match Decision, Delaware Supreme Court Expands MFW Requirements in Conflicted Controller Transactions

Delaware Supreme Court rejects attempt to limit MFW to controller buyout transactions. Supreme Court instead holds that all of MFW’s requirements for shifting the standard of review from entire fairness to business...more

Delaware Court of Chancery Holds “MFW” Framework Applies to Controller Transaction Despite Substantially Higher Third-Party Offer

MFW protects controlling-stockholder transactions even when a third-party bidder makes a competing bid that is superior to a negotiated merger with the controller. A special committee will likely satisfy the duty of care...more

Synutra – A Practical Application of MFW or a Free Look for Controlling Stockholders?

In the recent decision of Flood v. Synutra International, Inc., a divided Delaware Supreme Court affirmed the Court of Chancery’s dismissal of a challenge to a controlling stockholder’s take-private transaction. The Court in...more

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