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Business Organizations Keyed to Sjostrom
Kahn v. M & F Worldwide Corp.
Citation:
88 A.3d 635 (Del. 2014)Facts
Before the merger that is the subject of this dispute, MFW was 43.4% owned by MacAndrews & Forbes, which in turn is entirely owned by Ronald O. Perelman. In May 2011, Perelman began to explore the possibility of taking MFW private. At that time, MFW’s stock price traded in the $20 to $24 per share range. The MFW board met to consider the proposal. At the meeting, Schwartz presented the offer on behalf of MacAndrews & Forbes. Subsequently, Schwartz and Bevins, as the two directors present who were also directors of MacAndrews & Forbes, recused themselves from the meeting. The independent directors then invited counsel from a law firm that had recently represented a special committee of MFW’s independent directors in a potential acquisition of a subsidiary of MacAndrews & Forbes. Appellants argue that the Court of Chancery erred in concluding that no material disputed facts exists regarding the conditions precedent to business judgment review.
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