case United States English original

Kahn v. M&F Worldwide Corp.

Delaware Supreme Court decision allowing business-judgment review for a controller squeeze-out merger conditioned from the outset on both an independent special committee and a majority-of-the-minority vote.

Open original judgment / decision

Use It For

Use this after Weinberger to show how transaction design can change the standard of review in conflicted-controller deals.

Teaching Notes

The case is a strong comparator for Chinese listed-company related-party transactions because it ties judicial deference to procedural protections.