In Re JCC Holding Co., Inc.

OPINION

STRINE, Vice Chancellor.

In this case, prospective class plaintiffs challenge the fairness of a cash-out merger between a corporation that owns a casino in New Orleans, JCC Holding Company (“JCC”), and its controlling stockholder, Harrah’s. Because Harrah’s owns a majority of JCC’s shares, the merger is subject to the standard of review set forth in Kahn v. Lynch Communication Systems, Inc. 1 Thus, the entire fairness standard governs judicial review of the merger, regardless of the fact that the defendants contend that the merger was made conditional on approval of a majority of the…