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Business Organizations Keyed to Bauman
Kahn v. M & F Worldwide Corp.
Citation:88 A.3d 635 (Del. 2014).
M&F owned 43.4% of the shares in MFW. M & F was entirely owned by Ronald Perelman. Perelman was also one of MFW’s thirteen board members along with two other M & F directors, Barry Schwartz and William Bevins. In May 2011, Perelman began investigating the possibility of taking MFW private and, on June 13, 2011, Schwartz sent a proposal to MFW’s board offering to purchase MFW shares for $24 per share. The proposal contained two other conditions: (1) that a Special Committee of independent directors be appointed to approve the proposal, and (2) that it be approved by the majority of shareholders not affiliated with M & F. MFW’s independent directors resolved to form a Special Committee to investigate the proposal, negotiate with M & F, and make relevant determinations regarding the proposal. The Committee negotiated the transaction with M & F and obtained a price of $25 per share. The merger was also approved by the minority shareholders.
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