On March 14, the Delaware Supreme Court issued an opinion, Kahn v. M&F Worldwide Corp., that’s a game-changer in breach of fiduciary duty litigation.
The business judgment standard, rather than the more stringent entire fairness standard, will apply in breach of fiduciary duty cases involving a corporate takeover by a controlling shareholder, held the court, so long as the defendants establish before trial that two procedural protections for minority shareholders were in place as mandatory conditions precedent to the transaction.
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