The Delaware Court of Chancery, in In re AmTrust Financial Services, Inc. Stockholder Litigation, C.A. No. 2018-0396-AGB (consol.), memo. op. (Del. Ch. Feb. 26, 2020), found that members of a special committee that recommended approval of a merger that extinguished pending derivative claims were not independent for purposes of standard-shifting under Alan Kahn, et al. v. M&F Worldwide Corp., et al., No. 334, 2013, opinion (Del. Mar. 14, 2014), because the special committee members faced potential liability for the derivative claims.
NEW: Francis Pileggi discusses the decision in Chancery: AmTrust squeeze-out must face stiff review after failing MFWcontrolling shareholder test.
Shearman & Sterling discuss the decision in Delaware Court Of Chancery Denies Motion To Dismiss Claims Regarding Squeeze-Out Merger Because Special Committee Members Were Allegedly “Interested”.
DealLawyers.com discusses the decision in MFW: Viable Derivative Claim Impairs Committee Independence.
$$$ Law360 discusses the decision in 6 AmTrust Directors Kept In Class Suit Over $2.95B Merger.