Debevoise & Plimpton Special Committee Report Issue 7

16 January 2024
View the Report
Key Takeaways:
  • A version of this article also appeared in Harvard Forum on Corporate Governance on February 10, 2024. Access that version here.
  • This issue of the Debevoise & Plimpton Special Committee Report surveys corporate transactions announced during the second half of 2023 that used special committees to manage conflicts and reviews key Delaware judicial decisions during that same period ruling on issues relating to the use of special committees.
  • The Report discusses the risk/reward trade-offs to controllers relying on the MFW protections to obtain business judgment review of take-private transactions and surveys controller take-private transactions over the 10 years since the Delaware Supreme Court’s MFW decision.
  • The Report examines the correlation between compliance with MFW and the size of the controller’s ownership interest, measured both in terms of percentage ownership and the dollar value of the non-controlled interest.