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Business Organizations Keyed to Bouchoux
Kahn v. M & F Worldwide Corp.
Citation:
88 A.3d 635 (Del. 2014)Facts
MFW was 43.4% owned by MacAndrews & Forbes, which in turn is entirely owned by Ronald O. Perelman. The MFW board had thirteen members. In May 2011, Perelman began to explore the possibility of taking MFW private. Schwartz sent a letter proposal to the MFW board to buy the remaining MFW shares for $24 in cash. Appellants alleges that the Special Committee formed to consider the proposal was not disinterested and independent, was not fully empowered, and was not effective and that they did not afford MFW stockholders protection sufficient to displace entire fairness review.
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