Chancery Court Applies M&F Framework to Transactions in Which Controlling Stockholders Allegedly Received “Unique Benefits”
Robert S. Reder & Elizabeth F. Shore | 72 Vand. L. Rev. En Banc 221 | MFW Trio | Chancery Court Applies M&F Framework to Transactions in Which Controlling Stockholders Allegedly Received “Unique Benefits” |
| Three recent Chancery Court decisions focus on circumstances in which controlling stockholders, each alleged to have received a “unique benefit” at the expense or to the detriment of public stockholder, sought pleading stage dismissal by urging the court to apply the business judgment rule rather than entire fairness. The analyses of the Chancery Court in these cases are instructive for dealmakers and their legal counsel tasked with structuring conflicted transactions involving controlling stockholders to withstand judicial challenge.