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Tyler O'Connell, Morris James Tyler O’Connell, Morris James

The Delaware Supreme Court’s MFW decision provides a safe harbor for controlling stockholder buyouts that are conditioned upon approval of a special committee of independent directors and a majority-of-the-minority vote, provided, inter alia, “there is no coercion of the minority.” Kahn v. M & F Worldwide (MFW), 88 A.3d 635, 645 (Del. 2014). The Delaware Court of Chancery’s recent decision in In re Dell Technologies Class V. Shareholders Litigation, (Del. Ch. Jun. 11, 2020), held that a redemption of minority stockholders’ shares failed to satisfy MFW due to the company’s decisions to give the special committee an impermissibly narrow mandate and then bypass it to negotiate directly with minority stockholders. The court also found that, in light of the looming threat of undesirable alternative transaction, the company’s offer was impermissibly coercive.

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