FKSA Partners Publish Article on Special Committees and Kahn v. M&F Worldwide Corp.

Today's General Counsel
August 2014

The August 2014 edition of Today's General Counsel features an article by Friedman Kaplan partners Gary D. Friedman and Kent K. Anker discussing the recent decision by the Delaware Supreme Court in Kahn v. M&F Worldwide Corp., which found that the relatively deferential "business judgment" standard of review, rather than the more exacting "entire fairness" standard, may now be applied in the context of controlling-shareholder merger transactions if certain procedural protections are in place from the outset of the process.

The article discusses the implications of the Kahn decision for companies conducting such transactions, noting that they are likely less dramatic than has been suggested by much of the news coverage that has followed the decision. The article also offers suggested best practices for Special Committees seeking to qualify for business judgment review.

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