In Kahn v. M & F Worldwide Corp., 88 A.3d 635 (Del. 2014) (No. 334, 2013), the Delaware Supreme Court adopted a new standard by which to evaluate mergers between controlling shareholders and a corporate subsidiary pre-trial.  Traditionally, mergers of this type have been evaluated under the strict entire fairness standard.  The Delaware Supreme Court changed the standard, holding that “in controller buyouts, the business judgment standard of review will be applied if and only if: (i) the controller conditions the procession of the transaction on the approval of both a Special Committee and a majority of the minority stockholders; (ii) the Special Committee is independent; (iii) the Special Committee is empowered to freely select its own advisors and to say no definitively; (iv) the Special Committee meets its duty of care in negotiating a fair price; (v) the vote of the minority is informed; and (vi) there is no coercion of the minority.”  Here, a controlling stockholder of a corporate subsidiary, proposed a merger to take the subsidiary private, which was approved by a special committee and a majority of the minority stockholders.  The plaintiff shareholders challenged the transaction, alleging breaches of fiduciary duty by the corporate subsidiary and its board, and asserting that the merger should be evaluated under the stringent, entire fairness standard because the merger involved self dealing by a controlling shareholder.  The Delaware Supreme Court disagreed, holding that in a situation where “dual protections” were present, the business judgment rule satisfied Delaware’s objective of achieving fair transactions.  The court ultimately held that under the business judgment rule, the defendants’ conduct was reasonable, and affirmed the Chancery Court’s grant of summary judgment in favor of defendants.