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Casebook Read Credits
Corporations
Resource 7 . 1 . 3
half an hour

Kahn v. MFW (Del. 2014)

Holger Spamann,
Jens Frankenreiter

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

Questions:

1. What standard of review does the court apply? Is it different from the cases we have 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 Dorsey was dismissed even before discovery? Hint: what sort of action was Dorsey, and what is the present case?

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