In re Match Group, Inc. Derivative Litigation
Annotate this Case
The case involves a shareholder lawsuit challenging the fairness of IAC/InterActiveCorp’s separation from its controlled subsidiary, Match Group, Inc. The plaintiffs alleged that the transaction was unfair because IAC, a controlling shareholder of Match, received benefits in the transaction at the expense of the Match minority shareholders. The defendants claimed that business judgment review applied because they followed the MFW framework, which included approval by an independent and disinterested “separation committee” and a majority of uncoerced, fully informed, and unaffiliated Match shareholders. The Court of Chancery agreed and dismissed the complaint.
On appeal, the Supreme Court of Delaware concluded that in a suit claiming that a controlling shareholder stood on both sides of a transaction with the controlled corporation and received a non-ratable benefit, entire fairness is the presumptive standard of review. The controlling shareholder can shift the burden of proof to the plaintiff by properly employing a special committee or an unaffiliated shareholder vote. But the use of just one of these procedural devices does not change the standard of review. If the controlling shareholder wants to secure the benefits of business judgment review, it must follow all MFW’s requirements. The court reversed the lower court's finding that the separation committee functioned as an independent negotiating body. The case was remanded for further proceedings.
Some case metadata and case summaries were written with the help of AI, which can produce inaccuracies. You should read the full case before relying on it for legal research purposes.
This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.