JD Supra

Delaware Supreme Court Reverses Chancery Court and Applies Business Judgment Review to Reincorporation

The Case: Controlled companies and their directors appealed the denial of their motions to dismiss claims by stockholder-plaintiffs challenging the conversions of the companies from Delaware to Nevada ...
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 ...
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 ...