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In re Match Group, Inc. Derivative Litigation

2024 WL 1449815 (2024)

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In re Match Group, Inc. Derivative Litigation

Delaware Supreme Court
2024 WL 1449815 (2024)

SC

Facts

Prior to the transaction that led to this litigation, IAC/InterActive Corp (Old IAC) (defendant) was an internet-and-media company that had acquired Match.com (Old Match). Old IAC announced a reverse spin-off separating itself from Old Match. The Old Match board of directors (defendant) appointed Thomas McInerney and two others to a special committee to review the transaction. McInerney was formerly Old IAC’s chief financial officer. Ultimately, the special committee recommended to the Old Match board that it approve the transaction. Former shareholders of Old Match (the shareholders) (plaintiffs) filed a shareholder derivative suit, alleging that the transaction was unfair to Old Match minority shareholders. The shareholders asserted that the transaction was conflicted in that Old IAC was Old Match’s controlling shareholder and was on both sides of the transaction. The Delaware Court of Chancery applied the business-judgment rule and dismissed the suit. The shareholders appealed.

Rule of Law

Issue

Holding and Reasoning (Seitz, C.J.)

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