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Business Associations Keyed to Bainbridge
Kahn v. M & F Worldwide Corp.
Citation:88 A.3d 635 (Del 2014)
M & F Worldwide Corp. is a holding company with a board of thirteen members. In May 2011, Perelman, one of the board members, began to explore the possibility of taking MFW private. After preparing valuations based on projections, Moelis valued MFW at between $10 and $32 a share. On June 13, 2011, Schwartz, another board member, sent a letter proposal to the MFW board to buy the remaining MFW shares for $24 in cash. The MFW board met to consider the proposal. Schwartz and Bevins, as the two directors present who were also directors of MacAndrews & Forbes Holodings, rescued themselves from the meeting. The independent directors decided to form the Special Committee. The following day, Slovin rescued himself because he had some current relationships that could raise questions about his independence.
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