Delaware Supreme Court Rules That Both of MFW’s Dual Protections Are Required to Obtain Business Judgment Review of Any Conflicted Transaction Involving Control Stockholders

Authors

Robert S. Reder
Lukas F. Merrill

Abstract

In In Re Match Group, Inc. Derivative Litigation, 315 A.3d 446 (Del. 2024) (“Match”), the Supreme Court of Delaware (“Supreme Court” or “Match Court”) considered whether both independent committee approval and an unaffiliated stockholder vote are required to obtain business judgment review of transactions––in addition to so-called freeze-out mergers––in which a controlling stockholder receives a “nonratable benefit” at the expense of public stockholders. Given the gravity of the issues presented, Match ranks as one of the most highly anticipated Supreme Court decisions of recent years.

Recommended Citation

Reder, Robert S. and Merrill, Lukas F. (2025) "Delaware Supreme Court Rules That Both of MFW’s Dual Protections Are Required to Obtain Business Judgment Review of Any Conflicted Transaction Involving Control Stockholders," Vanderbilt Law Review En Banc: Vol. 78: Iss. 1, Article 4.
Available at: https://scholarship.law.vanderbilt.edu/vlreb/vol78/iss1/4