Kahn v. M & F Worldwide Corp.

HOLLAND, Justice:

This is an appeal from a final judgment entered by the Court of Chancery in a proceeding that arises from a 2011 acquisition by MacAndrews & Forbes Holdings, Inc. (“M & F” or “MacAndrews & Forbes”) — a 43% stockholder in M & F Worldwide Corp. (“MFW”) — of the remaining common stock of MFW (the “Merger”). From the outset, M & F’s proposal to take MFW private was made contingent upon two stockholder-protective procedural conditions. First, M & F required the Merger to be negotiated and approved by a special committee of independent MFW directors (the “Special Committee”).…