Brian T Mangino

Brian T Mangino

October 26, 2018 | New York Law Journal

Recent Decisions Indicate There Is Leeway for Controllers When Determining Whether to Structure a Transaction to Be 'MFW'-Compliant

The seminal 'MFW' decision, in 2014, ushered in an era of even further expanded deference. MFW provides a pathway for early dismissal of challenges to M&A transactions under the business judgment rule standard of review even in the context of a transaction between a corporation and its controlling shareholder. Prior to 'MFW', the more stringent entire fairness standard of review has been applicable in this context.

By Gail Weinstein, Robert C. Schwenkel and Brian T. Mangino.

12 minute read