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A Delaware Court of Chancery decision examines whether a $4 billion take-private transaction involving a controlling stockholder should face entire fairness review, focusing on alleged disclosure deficiencies that prevented the MFW safe harbor from applying. The ruling addresses claims that the process favored the controller's liquidity needs and preferred buyer while public stockholders were cashed out, with the court sustaining breach of fiduciary duty claims against most directors and an aiding and abett

Founders and controlling stockholders often seek to retain control over their companies even after taking them public, typically via high-vote share classes...