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Business Organizations Keyed to Allen
Kahn v. M&F Worldwide Corp. et al.
Citation:
88 A.3d 635 (Del. 2014).Facts
MFW was a holding company 43.4% owned by M & F which was in turn entirely owned by Ronald Perelman. Perelman was also one of MFW’s thirteen board members along with Barry Schwartz and William Bevins who were also directors of M & F. 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 also contained two conditions: first, that a special committee of independent directors be appointed to consider and approve the proposal and, second, that it be approved by the majority of the shareholders not affiliated with M & F. Thereafter, the independent directors resolved to form a Special Committee to investigate, negotiate, and make determinations regarding the proposal. The Committee negotiated the transaction with M & F and obtained a price of $25 per share which was also approved by the minority shareholders.
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