Skip to main content

Failure to Satisfy Four Prongs of MFW Framework Dooms Pleading-Stage Dismissal of Claims Arising from Controlling Stockholder-Led Redemption of Minority Shares

Posted by on Friday, March 12, 2021 in Delaware Corporate Law Bulletins, En Banc, Volume 74.

Robert S. Reder & Kirby W. Ammons | 74 Vand. L. Rev. En Banc 47 (2021) |

Dell Technologies offers significant guidance to dealmakers and their legal counsel for structuring commercial transactions involving controlling stockholders. Vice Chancellor Laster’s comprehensive opinion demonstrates that simply paying lip service to the “six necessary and sufficient conditions for obtaining MFW cleansing” under the MFW Framework will not guarantee pleading-stage dismissal of breach of fiduciary duty claims against controlling stockholders and target board members.

PDF Download Link


Robert S. Reder and Kirby W. Ammons