Debevoise & Plimpton Special Committee Report Issue 5
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- This issue of the Debevoise & Plimpton Special Committee Report surveys corporate transactions announced during the period from July through December 2022 that used special committees to manage conflicts and key Delaware judicial decisions during this period ruling on issues relating to the use of special committees.
- This issue also discusses the use of MFW protections (established by the Delaware Supreme Court’s decision in Kahn v. M&R Worldwide Corp.) in transactions outside of controller squeeze-outs.
- A majority of the transactions surveyed during this period involved the take-private of public companies, while the remaining transactions utilized special committees to approve varying types of recapitalizations. Of the nine transactions surveyed, four used the MFW playbook to limit claims against directors and control persons.