Law360, New York (September 30, 2014, 10:17 AM EDT) -- In a bench ruling in Swomley v. Schlecht, C.A. No. 9355-VCL (Del. Ch. Aug. 27, 2014), the Delaware Chancery Court relied on the six-factor test set out in Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014), to dismiss a challenge to a private company freeze-out merger at the pleadings stage. The Delaware Supreme Court held in M&F Worldwide that a minority-stockholder challenge to a controlling-stockholder buyout would be reviewed under the business judgment standard, rather than the more rigorous entire fairness standard, in a transaction conditioned from the outset on approval by both a properly empowered special committee of independent directors and an informed, uncoerced majority-of-the-minority vote....
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