Prickett Jones Secures the Delaware Supreme Court’s Landmark Match Ruling

April 04, 2024

After briefing and argument by Prickett Jones attorneys, the Delaware Supreme Court holds in the landmark decision In re Match Group, Inc. Derivative Litigation, 315 A.3d 446 (Del. 2024), that a controlling stockholder must condition a non-freeze-out transaction on the dual-protections of Kahn v. M&F Worldwide Corp. 88, A.3d 635 (Del. 2014) (“MFW”), to obtain business judgment protection.  The Court also held that to satisfy MFW, all directors on a special committee must be independent.

The Delaware Supreme Court’s decision reversed the Court of Chancery’s order in In re Match Group, Inc. Derivative Litigation, 2022 WL 3971059 (Del. Ch. Sept. 1, 2022), granting defendants’ motion to dismiss plaintiff’s entire fairness challenge to Match Group, Inc.’s reverse spinoff from its controlling stockholder, and remanded the case to the Court of Chancery.

Prickett Jones Directors Michael Hanrahan, Corinne Elise Amato, Kevin Davenport, Eric Juray and Stacey Greenspan and Associate Seth Ford litigated the appeal on behalf of the representative institutional plaintiff Hallandale Beach Police Officers’ and Firefighters’ Personnel Retirement Trust.  The appeal is captioned In re Match Group, Inc. Derivative Litigation, No. 368, 2022, and the class action pending in the Court of Chancery In re Match Group, Inc. Derivative Litigation, Consol. C.A. No. 2020-0505-MTZ.