Under the MFW framework established by the Delaware Supreme Court, a controlling shareholder going-private transaction will receive business judgment review instead of entire fairness review if:

Why D — The transaction is conditioned from the outset on both approval by an independent special committee and a majority-of-the-minority shareholder vote

Under Kahn v. M&F Worldwide (MFW), the Delaware Supreme Court held that a controlling shareholder going-private transaction will be reviewed under the deferential business judgment rule rather than the exacting entire fairness standard if the controller conditions the transaction ab initio (from the very beginning) on both the approval of an independent, fully empowered special committee and an informed, uncoerced majority-of-the-minority shareholder vote. Both protections must be in place from the outset and must function effectively throughout the process.