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Business Organizations Keyed to Chasalow, 3rd Ed.
In re MFW Shareholders Litigation
Citation:
67 A.3d 496 (2013)Facts
MacAndrews & Forbes, owned by Ronald Perelman, held 43.4% of MFW’s stock and proposed to take MFW private through a cash-out merger at $24 per share. From the beginning, MacAndrews & Forbes conditioned the transaction on two key protections: (1) approval by a special committee of independent directors with the power to freely select advisors and to definitively say no, and (2) approval by a majority of the minority stockholders. The MFW board formed a special committee of independent directors who hired their own legal and financial advisors. The committee met eight times over three months, negotiated with MacAndrews & Forbes, and secured a price increase to $25 per share. After the committee approved the transaction, 65% of the minority stockholders voted in favor of the merger, which represented a 47% premium over MFW’s pre-offer stock price. The plaintiffs challenged the transaction, arguing that the entire fairness standard should apply regardless of the procedural protections implemented.
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