Delaware Court of Chancery applies business judgment rule to controlling stockholder, going private transaction structured as a merger
17 June 2013M&A Update
In In re MFW Shareholders Litigation, C.A. No. 6566-CS (Del. Ch. May 29, 2013), the latest effort by the Delaware Court of Chancery to establish a unified standard for controlling stockholder, going private transactions, Chancellor Strine applied the business judgment rule to a one step, controlling stockholder merger transaction where the transaction was subject in advance to both (i) negotiation and approval by a special committee fully empowered to say no and (ii) approval by an uncoerced, fully informed vote of a majority of the minority stockholders.