From our private database of 35,600+ case briefs...
Kahn v. M & F Worldwide Corp.
Delaware Supreme Court
88 A.3d 635 (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…
Here's why 618,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 35,600 briefs, keyed to 984 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.