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Casebook Read Credits
Corporations
Resource 8 . 1 . 3
half an hour

Kahn v. MFW (Del. 2014)

Holger Spamann

This decision epitomizes the Delaware judiciary's approach to tricky conflict situations. Practitioners have figured out the court's approach and structure deals accordingly.

 

1. What standard of review does the court apply? Is it different from the cases we had seen thus far?
2. How does the court want to protect minority shareholders? Does it work? Does it work better than alternatives?
3. Why did this case proceed to summary judgment, whereas the complaint in Aronson was dismissed even before discovery? Hint: under what rule was Aronson decided, and did that rule apply here?

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