In this analysis:

- Introduction

- MFW standard applied

- Control explained

- Indemnification tested

- Revlon and fiduciary duties examined

- Delaware reaches out

- Excerpt from MFW Standard Applied:

Following the Court of Chancery’s 2013 decision in In re MFW Shareholders Litigation (May 29, 2013), further discussed here, in 2014 the Delaware Supreme Court unanimously upheld that decision in Kahn v. M&F Worldwide Corp. (March 14, 2014). Following this case, the business judgment standard of review will apply to going-private transactions involving a controlling stockholder on the buy-side if, and only if, the controlling stockholder agrees at the outset to proceed with the merger only if it receives the approval of both...