Kahn v. M&F Worldwide Corp.
MFW held that a controller freeze-out can receive business-judgment review instead of entire-fairness review when, from the outset, it is conditioned on both approval by an independent special committee and an informed majority-of-the-minority vote.
Holding
MFW held that a controller freeze-out can receive business-judgment review instead of entire-fairness review when, from the outset, it is conditioned on both approval by an independent special committee and an informed majority-of-the-minority vote.
Issues
controller freeze-outmajority-of-the-minority votespecial-committee independence