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Delaware Chancery's latest on business judgment rule unification: in Re MFW shareholders

Greenberg Traurig LLP

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USA May 30 2013

In by far the most direct statement on the subject to date, Delaware Chancellor Strine held yesterday - in In Re MFW Shareholders - that, in the context of a controlled company's take private by its parent (controller), the business judgment rule standard of judicial review will apply, and not "entire fairness" review , where at the outset of the transaction: (i) the controller conditions the transaction on approval by an uncoerced, fully informed, majority-of-the-minority vote and (ii) the transaction has been negotiated (on the target side) by a properly established, properly authorized (with the power to just say "no") and well-functioning special committee of independent directors.

Greenberg Traurig LLP - Clifford E. Neimeth
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Filed under

  • USA
  • Company & Commercial
  • Corporate Finance/M&A
  • Greenberg Traurig LLP

Tagged with

  • Delaware
  • Shareholder
  • Business judgment rule

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