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Potter Anderson Assists in Securing Appellate Victory That Clarifies MFW’s Ab Initio Requirement

October 11, 2018

In a significant development for controlling stockholder transactions, the Delaware Supreme Court has held in its opinion on Flood v. Synutra International, Inc., et al. that the MFW ab initio requirement is satisfied so long as the controller conditions its offer on both of the requisite procedural protections prior to the commencement of any economic negotiations between the special committee and the controlling stockholder.

Serving as Delaware counsel to Cleary Gottlieb, partner Matt Fischer and associate Tyson Prisbrey led Potter Anderson’s team for Synutra International Inc.’s directors. Potter Anderson represented the directors in both the appeal and the underlying case in the Court of Chancery.

News of the Supreme Court opinion was reported by Law360. For more information, read Potter Anderson’s client alert titled “Delaware Supreme Court Clarifies MFW’s Ab Initio Requirement.”