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Business Associations Keyed to Coffee, 9th Ed.
Kahn v. M & F Worldwide Corp.
Citation:
88 A.3d 635 (2014)Facts
In June 2011, MacAndrews & Forbes Holdings, Inc., which owned 43.4% of M&F Worldwide Corp. (MFW) and was entirely owned by Ronald Perelman, proposed to acquire the remaining shares of MFW for $24 per share. From the outset, MacAndrews & Forbes conditioned its proposal on two procedural protections: approval by a special committee of independent MFW directors and approval by a majority of MFW’s minority shareholders. The MFW board formed a special committee consisting of four independent directors who were empowered to negotiate with MacAndrews & Forbes, retain independent advisors, and definitively reject the proposal. The special committee hired independent legal and financial advisors, met eight times during the summer of 2011, and conducted a thorough evaluation of the proposal and potential alternatives. After rejecting the initial $24 offer and countering at $30, the special committee ultimately agreed to a price of $25 per share. In December 2011, after receiving detailed disclosures in the proxy statement, 65.4% of MFW’s minority shareholders voted to approve the transaction.
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