A going-private merger led by a controlling stockholder should be reviewed under the less-stringent business judgment rule, the Delaware Supreme Court has ruled. The high court’s decision affirmed a Delaware Court of Chancery ruling that MacAndrews & Forbes Holdings’ full acquisition of an affiliate was proper under the business judgment rule.
An en banc court, which included Superior Court Judge Jan R. Jurden, who sat by designation for retired Chief Justice Myron T. Steele during December oral arguments, issued the decision in Kahn v. M&F Worldwide. Current Chief Justice Leo E. Strine Jr. decided the case last May when he was Chancery Court chancellor. The case was captioned In re MFW Shareholders Litigation when it was in the Chancery Court.
