In the Press
April 30, 2024

Delaware Supreme Court Holds That Boards Must Satisfy the MFW Framework in Controller Transactions to Obtain Business Judgment Deference (Westlaw Today)

Adam Slutsky, Caroline Bullerjahn, Toni Wormald, and Christina Ademola discuss the outcome of recent derivative litigation in the Delaware Supreme Court involving online dating platform Match Group. The article shares that the central question before the Delaware Supreme Court was whether courts should apply the more deferential business judgment rule standard of review, rather than the more stringent entire fairness standard, to non-freeze-out controlling stockholder transactions if a defendant puts in place just one prong of the MFW framework. Is it sufficient for a controlled company to show "either approval by an independent special committee or approval by an uncoerced, fully informed, unaffiliated stockholder vote" to get business judgment rule deference? More in Westlaw Today.