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Delaware Supreme Court Upholds Application of Business Judgment Rule

In Kahn v. M&F Worldwide Corp. issued on March 14, 2014, the Delaware Supreme Court addressed “a question of first impression: what should be the standard of review for a merger between a controlling stockholder and its subsidiary, where the merger is conditioned ab initio upon the approval of both an independent, adequately-empowered Special Committee that fulfills its duty of care, and the uncoerced, informed vote of the minority stockholders.”  Affirming the Court of Chancery’s decision in In re MFW Shareholders Litigation, the Supreme Court held that the business judgment rule applies.

Click here to download Morris Nichols analysis and link to the Court’s decision.

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