Eric Krautheimer

In the important 2014 case of Kahn v. M & F Worldwide Corp., the Delaware Supreme Court held that freeze-out mergers, in which a controlling stockholder takes a company private, are subject to Delaware’s heightened “entire fairness” standard of review unless subject, at the outset, to approval by both (i) an independent special committee, and (ii) an uncoerced, fully informed majority of the minority stockholder vote (“MFW Framework”).

The COVID-19 pandemic and its aftermath will heighten focus on corporate governance and the role of a talented management team and an engaged board as companies forge a path through the uncertain times ahead. Strong oversight, coordination and leadership will be critical in managing a fluid and complex situation impacting a company’s business, operations, prospects, employees, stockholders, other stakeholders and government/regulatory relationships.