Law360, New York ( May 30, 2013, 11:42 PM EDT) -- In by far the most direct statement on the subject to date, Delaware Chancellor Leo E. Strine Jr. has held — in In Re MFW Shareholders — that, in the context of a controlled company's take-private by its parent (controller), the business judgment rule standard of judicial review will apply, and not "entire fairness" review, where at the outset of the transaction: (i) the controller conditions the transaction on approval by an uncoerced, fully informed, majority-of-the-minority vote and (ii) the transaction has been negotiated (on the target side) by a properly established, properly authorized (with the power to just say "no") and well-functioning special committee of independent directors....
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