JD Supra

Controlling Stockholder Transactions That Do Not Involve a Freeze-Out Merger May Satisfy MFW to Obtain Business Judgment Review

In Kahn v. M&F Worldwide, 88 A.3d 635 (Del. 2014) (MFW), the Delaware Supreme Court ruled that a controlling stockholder transaction involving a freeze-out merger, which is structured to include ...
JD Supra

In a Landmark Judgment, Top European Court Curbs European Commission’s Ability to Review “Killer Acquisitions”

On 3 September 2024, the European Court of Justice (ECJ) ruled that the European Commission (Commission) cannot encourage or accept referrals for below-threshold deals from national competition ...
Law

Del. Supreme Court Emphasizes Certainty and Predictability in Applying Business Judgment Rule to Reincorporation Decisions

In Maffei v. Palkon (TripAdvisor), --- A.3d ---, 2025 WL 384054 (Del. Feb. 4, 2025), the Delaware Supreme Court, sitting en banc, reversed the Delaware Court of Chancery’s decision applying the entire ...
Law

Controlling Stockholder Transactions That Do Not Involve a Freeze-Out Merger May Satisfy MFW to Obtain Business Judgment Review

Since MFW, the Court of Chancery has applied the MFW framework to assess the standard of review of controlling stockholder transactions that did not involve a freeze-out merger, which commentators ...