KAHN V. M&W WORLDWIDE CORP.
2014 Del. Lexis 115 (2014)
NATURE OF THE CASE: Kahn (P) appealed a ruling that the business judgment standard should apply in certain circumstances.
FACTS: P instituted suit on behalf of MFW stockholders against MacAndrews & Forbes (D) challenging a merger that was about to take place for D to acquire the 57% of MFW it did not already own. D stated two conditions; it would not do the merger unless a special committee of MFW approved and it would not proceed unless a majority of stockholders not affiliated with D approved. The Court of Chancery ruled that under the circumstance, the business judgment rule was the proper standard for reviewing such a conditional merger. P argued for the entire fairness standard. P appealed.
ISSUE:
RULE OF LAW:
HOLDING AND
DECISION:
LEGAL ANALYSIS:
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