In Re Mfw Shareholders Litigation

67 A.3d 496 (2013)

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Nature of the Case

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Facts

MFW is a holding company incorporated in Delaware. MFW was 43.4% owned by MacAndrews & Forbes, which is entirely owned by Ron Perelman. The MFW board had thirteen members. Perelman began to explore the possibility of taking MFW private. At that time, MFW's stock price traded in the $20 to $24 range. On June 10, 2011, MFW's shares closed on the New York Stock Exchange at $16.96. D sent a proposal to the MFW board to buy the remaining shares for $24 in cash. The deal was subject to special independent committee approval and the approval of a majority of the shares of the Company not owned by M&F or its affiliates. The board formed the special committee of independent directors. There was undisputed evidence that the special committee could and did hire qualified legal and financial advisors; that the special committee could definitely say no; that the special committee could and did study a full range of financial information to inform itself, including by evaluating other options that might be open to MFW; and that the special committee could and did negotiate with D over the terms of its offer. The stockholders were provided with a proxy statement, which contained the history of the Special Committee's work and recommended that they vote in favor of the transaction at a price of $25 per share. It disclosed that the Special Committee had countered D's initial $24 per share offer at $30 per share, but only was able to achieve a final offer of $25 per share. Stockholders - representing more than 65% of the minority shares - approved the Merger. Ps sued claiming that the merger was unfair. D moved for summary judgment.