Debevoise & Plimpton Special Committee Report Issue 6
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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.