Logourl black
From our private database of 14,200+ case briefs...

Kahn v. M & F Worldwide Corp.

Delaware Supreme Court
88 A.3d 635 (Del. 2014)


Facts

MacAndrews & Forbes Holdings, Inc. (M & F) (defendant) was a 43 percent stockholder in M & F Worldwide Corp. (MFW). M & F proposed to buy the remaining common stock of MFW to take the corporation private. The transaction was subject to two stockholder-protective procedural conditions: (1) the approval of a special committee to be appointed by the MFW board of directors, and (2) the approval of a majority vote of MFW minority stockholders. The MFW board established the special committee, which approved the transaction. The minority stockholders voted to approve the merger. Kahn, et al. (plaintiffs) brought suit, arguing that even both protections combined are inadequate to protect minority stockholders, because directors on the special committee may be inept or timid and MFW minority stockholders may be subject to improper influence. The plaintiffs claimed that the entire fairness standard should apply to the merger. In addition, the plaintiffs alleged that the special committee was not independent because of various relationships between members of the special committee and M & F. The Delaware Court of Chancery ruled in favor of M & F. The plaintiffs appealed.

Rule of Law

Issue

Holding and Reasoning

What to do next…

  1. Unlock this case brief with a free (no-commitment) trial membership of Quimbee.

    You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 97,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.

  2. Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.

    Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students. Read more about Quimbee.

Here's why 251,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 14,200 briefs, keyed to 189 casebooks. Top-notch customer support.
  • The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
  • Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
  • Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.