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.
