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Business Organizations Keyed to Smith
Kahn v. M & F Worldwide Corp.
Citation:88 A.3d 635 (2014).
M & F controlled 43 percent of MFW. M & F proposed buying the remaining common stock of the corporation, with the offer contingent on (i) approval by a special committee appointed by the corporation’s board of directors, and (ii) approval by a majority vote of MFW minority stockholders. The special committee approved the transaction, and then the minority shareholders approved the transaction, as well. Dissenting minority shareholders, however, filed suit arguing the procedures did not adequately protect minority rights, and the special committee was not truly independent.
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