Debevoise & Plimpton Special Committee Report Issue 6

July 2023
View the Report
Key Takeaways:
  • This issue of the Debevoise & Plimpton Special Committee Report surveys corporate transactions during the first half of 2023 that used special committees to manage conflicts, and key Delaware judicial decisions relating to special committees.
  • It discusses Delaware case law addressing when large but less than majority stockholders may be viewed as controllers.
  • It also discusses the Delaware Supreme Court’s upcoming consideration of so-called “MFW creep”—whether transactions outside of controller squeeze-outs must use both of MFW’s dual protections (established by the Delaware Supreme Court’s decision in Kahn v. M & F Worldwide Corp.) to avoid entire fairness review.