The Delaware Supreme Court has recently issued a significant ruling in the In re Match Group Deriv. Litig., C.A. No. 2020-0505, clarifying the application of the entire fairness review in transactions involving conflicted controllers as of April 4, 2024. This decision, marking a pivotal moment for corporate governance, mandates the test of entire fairness, Delaware's most stringent standard of review, to be applied in all conflicted controller transactions. The ruling emphasizes the court's focus on protecting investors and scrutinizing the actions of controlling shareholders. It also specifies that the MFW framework requires an entirely independent committee for such transactions, casting doubt on current M&A practices and potentially impacting how companies approach mergers and acquisitions.
In case you missed it, here's all the latest from Delaware's Chancery Court. https://t.co/u4tb5qXSfR https://t.co/Ql9N7RBXTZ
Delaware Supreme Court Holds MFW Requires Entirely Independent Committee https://t.co/GUwrg1z3i2
'Match' Opinion Stresses Delaware Courts' Focus on Investors, Scrutiny of Controlling Shareholders https://t.co/gZInfvFMqd
Delaware Supreme Court Clarifies Application of Entire Fairness Review https://t.co/0OX80gcl3H
Delaware Double Whammy Casts Doubt on M&A Practices https://t.co/Qe0ZX54dsd
Enjoyed discussing this at our @ABABusLaw meeting! The Delaware Supreme Court, in In re Match Group Deriv. Litig., C.A. No. 2020-0505 (April 4, 2024), has held that the test of entire fairness—Delaware’s most stringent standard of review—applies whenever a controlling… https://t.co/VwzwiFrTzz
Posted: Delaware Supreme Court Holds Entire Fairness Applicable to All Conflicted Controller Transactions, https://t.co/drXqLC4Lv6 #corpgov
If diluting an undervalued company to buy an overvalued private company purely for the enrichment of 2 related parties isn’t a breach of fiduciary duty of a board… what is? seriously. What could be worse? $PARA
$PARA it would seem this is pretty settled case law in Delaware that one can’t simply buy out a controlling shareholder and hose minorities. Just chill and wait. https://t.co/FSbFnigOaA