In re MFW Shareholders Litigation

OPINION

STRINE, Chancellor.

I. Introduction

This case presents a novel question of law. Here, MacAndrews & Forbes — a holding company whose equity is solely owned by defendant Ronald Perelman— owned 43% of M & F Worldwide (“MFW”). MacAndrews & Forbes offered to purchase the rest of the corporation’s equity in a going private merger for $24 per share. But upfront, MacAndrews & Forbes said it would not proceed with any going private transaction that was not approved: (i) by an independent special committee; and (ii) by a vote of a majority of the stockholders unaffiliated with the controlling…